GOLDCORP INC

FORM 40-F

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

FORM 40-F


OR

For the fiscal year ended December 31, 2012
Commission file number: 001-12970



Goldcorp Inc.
(Exact Name of Registrant as Specified in its Charter)

Suite 3400 666 Burrard Street
Vancouver, British Columbia
V6C 2X8
(604) 696-3000
(Address and Telephone Number of Registrants Principal Executive Offices)


CT Corporation System
c/o Team 1, New York
111 8 Avenue
New York, New York 10011
(800) 223-7567
(Name, address (including zip code) and telephone number (including area code) of
agent for service in the United States)


Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the
annual report: 811,518,583 (as of December 31, 2012).
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the filing
number assigned to the Registrant in connection with such Rule. Yes No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted 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


REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

Ontario 1041 Not Applicable
(Province or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial Classification
Code)
(I.R.S. Employer Identification No.)
Title of Each Class: Name of Each Exchange On Which Registered:
Common Shares New York Stock Exchange; Toronto Stock Exchange
Common Share Purchase Warrants New York Stock Exchange; Toronto Stock Exchange
Annual Information Form Audited Annual Financial Statements
th
such shorter period that the Registrant was required to submit and post such files). Yes No



EXPLANATORY NOTE
Goldcorp Inc. (the Company or the Registrant) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the
Exchange Act. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are
accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F and the exhibits attached hereto contain forward-looking statements as defined in Section 27A of the
Securities Act of 1933, as amended (the Securities Act), Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995
(the PSLRA) or in releases made by the United States Securities and Exchange Commission (SEC), all as may be amended from time to time,
concerning the business, operations and financial performance and condition of the Company. The following cautionary statements are being
made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the safe harbor provisions
of such laws. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead
and zinc, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future
production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities,
permitting time lines, hedging practices, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining
operations, environmental risks, unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims
and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology
such as plans, expects, is expected, budget, scheduled, estimates, forecasts, intends, anticipates, or believes or the negative
connotation thereof or variations of such words and phrases or state that certain actions, events or results may, could, would, might or
will be taken, occur or be achieved or the negative connotation thereof.
Forward-looking statements are made based upon certain assumptions and other important factors that could cause the actual results,
performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied
by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the
environment in which the Company will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain
important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements
include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources and
metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory
restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of
gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements
and defective title to mineral claims or property. Although the Company has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended.

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Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual
results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations,
including economical and political instability in foreign jurisdictions in which the Company operates; risks related to current global financial
conditions; risks related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold,
silver, copper, lead and zinc; possible variations in ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour
disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or
construction activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled
Risk Factors in the Companys annual information form for the year ended December 31, 2012 (the AIF) attached as Exhibit 99.1 to this
annual report on Form 40-F and incorporated by reference herein. Although the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking
statements. Forward-looking statements in this annual report on Form 40-F are as of the date hereof. The forward-looking statements contained in
this annual report on Form 40-F are made as of the date of this annual report on Form 40-F and, accordingly, are subject to change after such date.
Except as otherwise indicated by the Company, these statements do not reflect the potential impact of any non-recurring or other special items or
of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may
occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about managements current
expectations and plans and allowing investors and others to get a better understanding of the Companys operating environment. The Company
does not undertake to update any forward-looking statements that are included in this document, except in accordance with applicable securities
laws.
NOTE TO UNITED STATES READERS - DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial
statements, which are filed with this annual report on Form 40-F, in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB), including the report of the Independent Registered Chartered Accountants with
respect thereto, which are attached as Exhibit 99.3 to this annual report on Form 40-F (the Audited Financial Statements) and incorporated by
reference herein.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of United
States dollars into Canadian dollars, on December 31, 2012 based upon the noon rate as published by the Bank of Canada, was
U.S.$1.00=CDN$1.0051. The exchange rate of United States dollars into Canadian dollars, on February 28, 2013 based upon the noon rate as
published by the Bank of Canada, was U.S.$1.00=CDN$1.0285.

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RESOURCE AND RESERVE ESTIMATES
The Companys AIF attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein has been prepared in
accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws.
The terms mineral reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as defined in accordance with
Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute of Mining,
Metallurgy and Petroleum (the CIM) CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council,
as amended. These definitions differ from the definitions in SEC Industry Guide 7 (SEC Industry Guide 7) under the Securities Act. Under SEC
Industry Guide 7 standards, a final or bankable feasibility study is required to report reserves, the three-year historical average price is used in
any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate
governmental authority.
In addition, the terms mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource are
defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally
not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into reserves. Inferred mineral resources have a great amount of uncertainty as to
their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral
resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations;
however, the SEC normally only permits issuers to report mineralization that does not constitute reserves by SEC standards as in place tonnage
and grade without reference to unit measures.
Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein containing
descriptions of the Companys mineral deposits may not be comparable to similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
DISCLOSURE CONTROLS AND PROCEDURES
At the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision and with the
participation of the Companys management, including the President and Chief Executive Officer (CEO) and the Executive Vice President and
Chief Financial Officer (CFO), of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a15(e) and
15d15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by
this annual report on Form 40-F, the Companys disclosure controls and procedures were effective in ensuring that: (i) information required to be
disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act was recorded, processed, summarized and reported
within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Companys reports
filed under the Exchange Act was accumulated and communicated to the Companys management, including the CEO and the CFO, as
appropriate, to allow for accurate and timely decisions regarding required disclosure.

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MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Managements Responsibility, Evaluation and Report
The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external
purposes in accordance with generally accepted accounting principles.
The Companys management, including its CEO and CFO, does not expect that its disclosure controls and procedures or internal controls
and procedures will prevent all error and all fraud. 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. These inherent limitations include the realities that judgments in decision-
making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of
controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.
With the participation of the CEO and CFO, management conducted an evaluation of the design and operation of the Companys internal
control over financial reporting as of December 31, 2012, based on the criteria set forth in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on
this evaluation, management concluded in its report that the Companys internal control over financial reporting was effective as of December 31,
2012.
Managements annual report on internal control over financial reporting (the Report) is included with the Audited Financial Statements
which are attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.
Scope of Managements Report on Internal Control Over Financial Reporting
As noted in the Report, management has excluded from its assessment the internal control over financial reporting at Minera Alumbrera Ltd.
(Alumbrera) in which the Company holds a 37.5% interest because the Company does not have the ability to dictate or modify controls at this
entity and the Company does not have the ability to assess, in practice, the controls at this entity. Alumbrera constitutes 2.6% of total assets, 2.5%
of net assets, 11.3% of revenues, 11.1% of earnings from operations and 9.3% of net earnings of the Company, as of and for the year ended
December 31, 2012, as disclosed in the Companys consolidated financial statements which are attached as Exhibit 99.3 to this annual report on
Form 40-F and incorporated by reference herein.

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ATTESTATION REPORT OF THE INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
The Companys Independent Registered Chartered Accountants have issued an attestation report on the Companys internal control over
financial reporting as of December 31, 2012 included with the Audited Financial Statements which are attached as Exhibit 99.3 to this annual
report on Form 40-F and incorporated by reference herein.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the period covered by this annual report on Form 40-F, no changes occurred in the Companys internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
CORPORATE GOVERNANCE
The Company is listed on the Toronto Stock Exchange and is required to describe its practices and policies with regard to corporate
governance, with specific reference to National Instrument 58-101 Disclosure of Corporate Governance Practices, on an annual basis by way of
certain disclosures contained in the Companys management information circular. The Company is also listed on the New York Stock Exchange
(NYSE) and additionally complies with the applicable rules and guidelines of the NYSE as well as the SEC, including those applicable rules
and regulations resulting from the Sarbanes-Oxley Act of 2002. As a result, the Company believes that there are no significant differences
between its corporate governance practices and those required to be followed by United States domestic issuers under the applicable rules and
guidelines of the NYSE.
The Companys Board of Directors (Board) has the following four separately designated and standing committees:




Each of these committees are independent of management and report directly to the Board. The Board, with the assistance of its Governance
and Nominating Committee, has determined that all the members of these committees are independent, as that term is defined by the NYSEs
corporate governance listing standards applicable to the Company. The members of each committee of the Board are identified under the heading
Directors and Officers beginning on page 111 of the AIF attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by
reference herein.
The Company reviews its governance practices and monitors developments in Canada and the United States on an ongoing basis to ensure it
is in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the
interest of its shareholders and contribute to effective and efficient decision making.
The charters for each of the Companys standing committees are available for review on the Companys website at www.goldcorp.com and
in print without charge to any shareholder that provides the Company with a written request addressed to the Companys Corporate Secretary.

6


the Audit Committee;


the Compensation Committee;


the Governance and Nominating Committee; and


the Sustainability, Environment, Health and Safety Committee.
AUDIT COMMITTEE
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.
The members of the Companys Audit Committee are identified under the heading Audit Committee on page 124 of the AIF which is attached
as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit
Committee are financially literate and independent, as such terms are defined by the NYSEs corporate governance listing standards applicable to
the Company and as determined under Rule 10A-3 of the Exchange Act.
Audit Committee Financial Experts
The Board has determined that Lawrence I. Bell, Beverley A. Briscoe (Chair), Douglas M. Holtby and Kenneth F. Williamson are all audit
committee financial experts under the applicable criteria prescribed by the NYSE and the SEC in the general instructions of Form 40-F.
Audit Committee Charter
The Companys Audit Committee Charter is available on the Companys website at www.goldcorp.com , in print without charge to any
shareholder that provides the Company with a written request addressed to the Companys Corporate Secretary, and is attached as Schedule A
to the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.
PRINCIPAL ACCOUNTING FEES AND SERVICES
INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
Deloitte LLP acted as the Companys Independent Registered Chartered Accountants for the financial year ended December 31, 2012. For a
description of the total amount billed to the Company by Deloitte LLP for services performed in the last two financial years by category of service
(audit fees, audit-related fees, tax fees and all other fees), see Audit Committee External Auditor Service Fees on page 126 of the AIF, which
is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.
PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
For a description of the Companys pre-approval policies and procedures related to the provision of non-audit services, see Audit
Committee Pre-Approval Policies and Procedures on page 126 of the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F
and incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CODE OF CONDUCT
The Board has adopted a Code of Conduct that applies to all directors, officers and employees of the Company. The Code of Conduct also
sets out the Companys whistleblower policy and, therefore, includes a whistleblower reporting mechanism into the Code of Conduct. The
Companys Audit Committee has responsibility for monitoring compliance with the Code of Conduct by ensuring all directors, officers and
employees receive and become thoroughly familiar with the Code of Conduct and acknowledge their support and understanding of the Code of
Conduct.

7
In addition, the Board, through its meetings with management and other informal discussions with management, encourages a culture of
ethical business conduct. The Board believes the Companys management team promotes a culture of ethical business conduct throughout the
Companys operations, and expects the Companys management team to monitor the activities of the Companys employees, consultants and
agents in that regard. The Board encourages any concerns regarding ethical conduct in respect of the Companys operations to be raised with the
Companys Chairperson of the Audit Committee; Regional Vice Presidents; local management teams; Manager, Ethics & Business Conduct;
Internal Audit head; Vice President, Regulatory Compliance; or General Counsel, as appropriate. In addition, the Company has designed a Code
of Conduct awareness program and conducts regular and ad hoc audits to test compliance with the Code of Conduct.
All amendments to the Code of Conduct, and all waivers of the Code of Conduct with respect to the Companys principal executive officer,
principal financial officer, principal accounting officer or other persons performing similar functions, will be posted on the Companys website,
submitted on Form 6-K and provided in print to any shareholder that provides the Company with a written request addressed to the Companys
Corporate Secretary.
The Companys Code of Conduct is available on SEDAR at www.sedar.com , on the SEC website at www.sec.gov , on its website at
www.goldcorp.com and in print without charge to any shareholder that provides the Company with a written request addressed to the Companys
Corporate Secretary.
CONTRACTUAL OBLIGATIONS
For a description of the contractual obligations of the Company, see Commitments starting on page 47 of the Companys managements
discussion and analysis of financial condition and results of operations for the year ended December 31, 2012 (the MD&A) which is attached as
Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2012
concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.
MINE SAFETY DISCLOSURE
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Financial Reform Act) requires that the
Company disclose in this report certain information about each of the Companys U.S. mining operations, including the number of certain types of
violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the Mine Act) by the U.S. Labor Departments Mine Safety
and Health Administration (MSHA). Information concerning such safety information related to the Companys U.S. mining operations or other
regulatory matters required by Section 1503(a) of the Financial Reform Act for the year ended December 31, 2012 is included as Exhibit 99.4 to
this annual report on Form 40-F and incorporated by reference herein.
ADDITIONAL INFORMATION
Additional information relating to the Company, including the Audited Financial Statements, the MD&A and the AIF can be found on
SEDAR at www.sedar.com , on the SEC website at www.sec.gov or on the Companys website at www.goldcorp.com . Shareholders may also
contact the Companys Corporate Secretary by phone at (604) 696-3000 or by e-mail at info@goldcorp.com to request copies of these documents
and this annual report on Form 40-F for no charge.

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CONTACTING THE BOARD
Company shareholders, employees and other interested parties may communicate directly with the Board by:

UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F, the securities
in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Company has previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to
the name or address of the Companys agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing
the file number of the Company.

9
writing to: Vice Chairman and Lead Director
Goldcorp Inc.
3400 Park Place
666 Burrard Street
Vancouver, BC V6C 2X8
calling: 1-866-696-3055 or 1-604-696-3055
emailing: directors@goldcorp.com

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EXHIBITS
99.1 Annual Information Form of the Company for the year ended December 31, 2012
99.2

Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31,
2012
99.3 Audited Consolidated Financial Statements of the Company for the year ended December 31, 2012
99.4 Mine Safety Information Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
99.5

Certifications of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer pursuant
to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
99.6

Certifications of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7 Consent of Deloitte LLP, Independent Registered Chartered Accountants
99.8 Consent of Stephane Blais
99.9 Consent of Chris Osiowy
99.10 Consent of Ian Glazier
99.11 Consent of Carl Michaud
99.12 Consent of Andy Fortin
99.13 Consent of Jacques Simoneau
99.14 Consent of Eric Chen
99.15 Consent of Guillermo Pareja
99.16 Consent of Peter Nahan
99.17 Consent of Maryse Belanger
99.18 Consent of Sophie Bergeron
99.19 Consent of Robbert Borst
99.20 Consent of Chester Moore
99.21 Consent of Andr Villeneuve
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and
has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.


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GOLDCORP INC.
By: /s/ Charles A. Jeannes
Name: Charles A. Jeannes
Date: March 1, 2013 Title: President and Chief Executive Officer
Exhibit 99.1


ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2012
March 1, 2013
Suite 3400, 666 Burrard Street
Vancouver, BC V6C 2X8
GOLDCORP INC.
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2012
TABLE OF CONTENTS

DESCRIPTION PAGE NO.
INTRODUCTORY NOTES 1
CORPORATE STRUCTURE 4
GENERAL DEVELOPMENT OF THE BUSINESS 6
DESCRIPTION OF THE BUSINESS 11
Principal Products 11
Competitive Conditions 11
Operations 11
Safety Commitment 13
Occupational Health and Safety Policy 13
Corporate Social Responsibility Policy 13
Human Rights Policy 14
Environmental and Sustainability Policy 15
Technical Information 17
Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates 19
MINERAL PROPERTIES 25
CANADA AND THE UNITED STATES 25
RED LAKE GOLD MINES, CANADA 25
LONORE PROJECT, CANADA 36
MEXICO 46
PEASQUITO MINE, MEXICO 46
LOS FILOS MINE, MEXICO 58
CENTRAL AND SOUTH AMERICA 69
PUEBLO VIEJO MINE, DOMINICAN REPUBLIC 69
CERRO NEGRO PROJECT, ARGENTINA 81
RISK FACTORS 93
DIVIDENDS 109
DESCRIPTION OF CAPITAL STRUCTURE 109
RATINGS 110
TRADING PRICE AND VOLUME OF COMMON SHARES 111
DIRECTORS AND OFFICERS 111
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 122
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 123
TRANSFER AGENT AND REGISTRAR 123
MATERIAL CONTRACTS 123
INTERESTS OF EXPERTS 123
AUDIT COMMITTEE 124
ADDITIONAL INFORMATION 126
SCHEDULE A GOLDCORP INC. AUDIT COMMITTEE CHARTER 1
INTRODUCTORY NOTES
Cautionary Note Regarding Forward-Looking Statements
This annual information form contains forward-looking statements within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with
respect to the future price of gold, silver, copper, lead and zinc, the estimation of Mineral Reserves (as defined below) and Mineral Resources (as
defined below), the realization of Mineral Reserve estimates, the timing and amount of estimated future production, costs of production, capital
expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, hedging practices,
currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks,
unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims and limitations on insurance
coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as plans, expects, is
expected, budget, scheduled, estimates, forecasts, intends, anticipates, or believes, or the negative connotation thereof or
variations of such words and phrases or state that certain actions, events or results may, could, would, might or will be taken, occur
or be achieved or the negative connotation thereof.
Forward-looking statements are made based upon certain assumptions and other important factors that could cause the actual results,
performances or achievements of Goldcorp Inc. (Goldcorp or the Corporation) to be materially different from future results, performances or
achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present
and future business strategies and the environment in which Goldcorp will operate in the future, including the price of gold, anticipated costs and
ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in
the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, Mineral
Reserves and Mineral Resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions
(including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency
fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key
employees, additional funding requirements and defective title to mineral claims or property. Although Goldcorp has attempted to identify
important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there
may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level
of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking
statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations, including
economic and political instability in foreign jurisdictions in which Goldcorp operates; risks related to current global financial conditions; risks
related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold, silver, copper, lead
and zinc; possible variations in ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour disputes and other
risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction
activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled Risk
Factors in this annual information form. Although Goldcorp has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking
statements in this annual information form are as of the date of this annual information form. The forward-looking statements contained in this
annual information form are made as of the date of this annual information form and, accordingly, are subject to change after such date. Except as
otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or other special items or of any
dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur
after the date hereof. Forward-looking statements are provided for the purpose of providing information about managements
current expectations and plans and allowing investors and others to get a better understanding of the Corporations operating environment.
Goldcorp does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Currency Presentation and Exchange Rate Information
This annual information form contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless
otherwise indicated, are expressed in United States dollars and Canadian dollars are referred to as Canadian dollars or C$.
The high, low, average and closing exchange rates for Canadian dollars in terms of the United States dollar for each of the three years in the
period ended December 31, 2012, as quoted by the Bank of Canada, were as follows:

On February 28, 2013, the noon exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada,
was US$1.00 = C$1.0285.
Gold, Silver, Copper, Lead and Zinc Prices
Gold Prices
The high, low, average and closing afternoon fixing gold prices in United States dollars per troy ounce for each of the three years in the
period ended December 31, 2012, as quoted by the London Bullion Market Association, were as follows:

On February 28, 2013, the closing afternoon fixing gold price in United States dollars per troy ounce, as quoted on the London Bullion
Market Association, was $1,588.50.

- 2 -
Year ended December 31
2012 2011 2010
High C$ 1.0418 C$ 1.0604 C$ 1.0778
Low 0.9710 0.9449 0.9946
Average 0.9996 0.9891 1.0299
Closing 0.9949 1.0170 0.9946

(1) Calculated as an average of the daily noon rates for each period.
Year ended December 31
2012 2011 2010
High $ 1,791.75 $ 1,895.00 $ 1,421.00
Low 1,540.00 1,319.00 1,058.00
Average 1,668.98 1,571.52 1,224.52
Closing 1,657.50 1,531.00 1,405.50
(1)
Silver Prices
The high, low, average and closing fixing silver prices in United States dollars per troy ounce for each of the three years in the period ended
December 31, 2012, as quoted by the London Bullion Market Association, were as follows:

On February 28, 2013, the fixing silver price in United States dollars per troy ounce, as quoted on the London Bullion Market Association,
was $28.95.
Copper Prices
The high, low, average and closing official cash settlement copper prices in United States dollars per pound for each of the three years in the
period ended December 31, 2012, as quoted on the London Metals Exchange, were as follows:

On February 28, 2013, the official cash settlement copper price in United States dollars per pound, as quoted on the London Metal
Exchange, was $3.551.
Lead Prices
The high, low, average and closing official cash settlement lead prices in United States dollars per pound for each of the three years in the
period ended December 31, 2012, as quoted on the London Metal Exchange, were as follows:

On February 28, 2013, the official cash settlement lead price in United States dollars per pound, as quoted on the London Metal Exchange,
was $1.038.

- 3 -
Year ended December 31
2012 2011 2010
High $ 37.23 $ 48.70 $ 30.70
Low 26.67 26.16 15.14
Average 31.15 35.12 20.19
Closing 29.95 28.18 30.63
Year ended December 31
2012 2011 2010
High $ 3.927 $ 4.603 $ 4.418
Low 3.289 3.078 2.763
Average 3.606 3.997 3.420
Closing 3.590 3.426 4.418
Year ended December 31
2012 2011 2010
High $ 1.061 $ 1.333 $ 1.176
Low 0.791 0.813 0.707
Average 0.935 1.088 0.974
Closing 1.061 0.898 1.173
Zinc Prices
The high, low, average and closing official cash settlement zinc prices in United States dollars per pound for each of the three years in the
period ended December 31, 2012, as quoted on the London Metal Exchange, were as follows:

On February 28, 2013, the official cash settlement zinc price in United States dollars per pound, as quoted on the London Metal Exchange,
was $0.937.
CORPORATE STRUCTURE
Goldcorp Inc. (Goldcorp or the Corporation) is a corporation governed by the Business Corporations Act (Ontario). Effective
December 1, 2006, the Corporation amalgamated with Glamis Gold Ltd. (Glamis).
The Corporations head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and its
registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.
The following chart illustrates the Corporations principal subsidiaries (collectively, the Subsidiaries), together with the governing law of
each company and the percentage of voting securities beneficially owned or over which control or direction is exercised by the Corporation, as
well as the Corporations principal mineral properties as at December 31, 2012. As used in this annual information form, except as otherwise
required by the context, reference to Goldcorp or the Corporation means, collectively, Goldcorp Inc. and the Subsidiaries.

- 4 -
Year ended December 31
2012 2011 2010
High $ 0.988 $ 1.155 $ 1.195
Low 0.798 0.794 0.723
Average 0.883 0.994 0.979
Closing 0.923 0.829 1.103
GOLDCORP PRINCIPAL SUBSIDIARIES AND NI 43-101 MATERIAL MINERAL PROPERTIES


- 5 -


(1) Companies in Mexico require a minimum of two shareholders. All of these subsidiaries are wholly-owned, directly or indirectly, by
Goldcorp.
GENERAL DEVELOPMENT OF THE BUSINESS
Goldcorp is a leading global gold producer engaged in the acquisition, exploration, development and operation of gold properties in Canada,
the United States, Mexico and Central and South America. Goldcorp is one of the lowest cost and fastest growing multi-million ounce senior gold
producers in the world. The principal products and sources of cash flow for Goldcorp are derived from the sale of gold, silver, copper, lead and
zinc. Goldcorps mineral properties by jurisdiction are as follows:
Canada and the United States







Mexico





Central and South America



- 6 -



a 100% interest in the Red Lake gold mines (the Red Lake Gold Mines) in Canada, a 72% interest held by Goldcorp and a 28%
interest held by Goldcorp Canada Ltd., a wholly-owned subsidiary of the Corporation (Goldcorp Canada) (the Red Lake Gold Mines
are considered to be a material mineral property to Goldcorp), including a 100% interest in the nearby Cochenour Deposit (as defined
below) in Canada;



a 100% interest in the lonore gold project (the lonore Project) in Canada (the lonore Project is considered to be a material
mineral property to Goldcorp);



a 100% interest in the Porcupine gold mines (the Porcupine Mine) in Canada, a 49% interest held by Goldcorp and a 51% interest
held by Goldcorp Canada;



a 100% interest in the Musselwhite gold mine (the Musselwhite Mine) in Canada, a 32% interest held by Goldcorp and a 68%
interest held by Goldcorp Canada;


a 66 / % interest in the Marigold gold mine (the Marigold Mine) in the United States;


a 100% interest in the Wharf gold mine (the Wharf Mine) in the United States; and


a 40% interest in the Dee/South Arturo gold exploration project (the Dee/South Arturo Project) in the United States.



a 100% interest in the Peasquito gold-silver-lead-zinc mine (the Peasquito Mine) in Mexico (the Peasquito Mine is considered to
be a material mineral property to Goldcorp);



a 100% interest in the Los Filos gold-silver mine (the Los Filos Mine) in Mexico (the Los Filos Mine is considered to be a material
mineral property to Goldcorp);


a 100% interest in the El Sauzal gold mine (the El Sauzal Mine) in Mexico;


a 100% interest in the Noche Buena gold-silver project (the Noche Buena Project) in Mexico; and


a 100% interest in the Camino Rojo gold-silver project (the Camino Rojo Project) in Mexico.



a 40% interest in the Pueblo Viejo gold-silver-copper mine (the Pueblo Viejo Mine) in the Dominican Republic (the Pueblo Viejo
Mine is considered to be a material mineral property to Goldcorp);



a 100% interest in the Cerro Negro gold-silver project (the Cerro Negro Project) in Argentina (the Cerro Negro Project is considered
to be a material mineral property to Goldcorp);
2
3



The following map illustrates the Corporations properties which are located in Canada, the United States, Mexico and Central and South
America.



- 7 -


a 100% interest in the Marlin gold-silver mine (the Marlin Mine) in Guatemala;


a 70% interest in the El Morro gold-copper project (the El Morro Project) in Chile;


a 37 / % interest in the Bajo de la Alumbrera gold-copper mine (the Alumbrera Mine) in Argentina; and


a 100% interest in the Cerro Blanco gold-silver project (the Cerro Blanco Project) in Guatemala.
1
2
New Executive Vice President and General Counsel
On February 27, 2013, Goldcorp announced that Charlene Ripley will be joining the Corporations senior management team as Executive
Vice President and General Counsel, effective April 1, 2013. Ms. Ripley has 25 years of experience in the field of corporate law, most recently
serving as Senior Vice President and General Counsel at Linn Energy in Houston, Texas. Ms. Ripley holds a law degree from Dalhousie Law
School and a Bachelor of Arts degree from the University of Alberta and is admitted to the bar in both Alberta and Texas.
First Production at Pueblo Viejo Mine
On August 14, 2012, Goldcorp announced that the Pueblo Viejo Mine in the Dominican Republic had achieved first gold production, with
ore being processed through the first two of four autoclaves. Then, on January 15, 2013, Goldcorp announced the declaration of commercial
production at the Pueblo Viejo Mine.
New Executive Vice President and Chief Operating Officer
On August 8, 2012, Goldcorp announced that George Burns had been appointed Executive Vice President and Chief Operating Officer,
replacing Steve Reid. Mr. Burns previously held the positions of Senior Vice President, Mexico, and Senior Vice President, Canada and United
States, with the Corporation. See Directors and Officers for additional information on George Burns prior experience.
Dismissal of Claims Regarding Acquisition of Interest in El Morro Project
On June 26, 2012, the Ontario Superior Court of Justice dismissed the claims of Barrick Gold Corporation (Barrick) thereby confirming
that Goldcorps acquisition its interest in the El Morro Project was consistent with and abided by the relevant agreements and Chilean laws. These
claims related to the statement of claim filed by Barrick on January 13, 2010, as later amended in the Ontario Superior Court of Justice, against the
Corporation, New Gold Inc. (New Gold), and their affiliated subsidiaries, relating to the exercise of the right of first refusal by a New Gold
subsidiary in respect of an interest in the El Morro Project held by Xstrata Copper Chile S.A. (Xstrata Chile), a wholly-owned subsidiary of
Xstrata plc (Xstrata). See Legal Proceedings and Regulatory Actions for further information with respect to these legal proceedings.
Suspension of Environmental Permit for the El Morro Project
On April 27, 2012, the Supreme Court of Chile issued a decision suspending the approval of the environmental permit for the El Morro
Project which was previously issued on March 14, 2011. The ruling states that the permit is suspended until such time as certain deficiencies are
corrected by the Chilean environmental permitting authority. See Legal Proceedings and Regulatory Actions for further information with
respect to these legal proceedings.
New Credit Facility
On November 23, 2011, Goldcorp entered into a $2.0 billion credit facility with a syndicate of 15 lenders. This credit facility replaces the
Corporations existing $1.5 billion credit facility and it is intended to be used to finance growth opportunities and for general corporate purposes.
The floating rate facility is unsecured and amounts drawn are required to be financed or repaid by November 23, 2016.
Agua Rica Option
On August 31, 2011, Goldcorp announced that Goldcorp and Xstrata Queensland Limited (Xstrata Queensland) entered into a definitive
agreement with Yamana Gold Inc. (Yamana), whereby Minera Alumbrera Limited Sucursal (MMA), a joint venture partnership between
Goldcorp (as to 37.5%), Xstrata Queensland (as to 50%) and Yamana (as to 12.5%), was granted an exclusive four-year option to acquire
Yamanas 100% interest in the Agua Rica copper-gold project for option payments of up to $110 million. On execution of the definitive
agreement, Goldcorp and Xstrata Queensland made a payment of $20 million to Yamana, in addition to $10 million previously paid. During the
option period, MMA will manage the Agua Rica project and fund a feasibility study and all development costs. MMA can exercise the option at
any time during the four-year period through to an approval-to-proceed decision for construction of the Agua Rica project. On approval to proceed
with construction and on exercise of the option to acquire the Agua Rica project, Yamana will receive $150 million from MMA, and on
commissioning Yamana will receive an additional $50 million, in addition to the balance of any option payments from Goldcorp and Xstrata.
Yamana will also retain the right to a deferred payment related to 65% of the payable gold production from the Agua Rica Project to a maximum
of 2.3 million ounces. Goldcorp and Xstrata Queensland will finance all payments related to the option on a 42.86% and 57.14% basis,
respectively. The Agua Rica project

- 8 -
is located approximately 30 kilometres from MMAs Alumbrera Mine in Argentina and it is envisioned that Agua Rica ore will be processed
through the Alumbrera mill.
Exercise of Share Purchase Warrants
On June 9, 2011, the Corporations 8.4 million common share purchase warrants (the Warrants) issued in 2006 expired and were
suspended from trading on the NYSE and the TSX. Each Warrant entitled the holders to purchase at any time one common share of Goldcorp (a
Common Share) at an exercise price of C$45.75. Of the 8.4 million Warrants issued, 7.0 million were exercised for total proceeds of C$322
million.
Cree Collaboration Agreement
On February 21, 2011, Goldcorp announced that it had entered into a collaboration agreement (the Cree Collaboration Agreement) with
the Cree Nation of Wemindji, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority regarding the development and
operation of the lonore Project, representing the support of the Cree Nation as a whole, and ensuring a stable regional environment for the
development and operation of the lonore Project.
Pursuant to the Cree Collaboration Agreement, Goldcorp recognizes and respects Cree rights and interest in the area of the lonore Project
and the Crees recognize and support Goldcorps rights and interest in the development and operation of the lonore Project. The Cree
Collaboration Agreement will be in effect for the life of the mine, and includes provisions regarding the participation of the Crees in the
development of the lonore Project throughout the life of the mine, including employment and business opportunities and training and education
initiatives. The Cree Collaboration Agreement aligns Goldcorp and Cree interests in the economic success of the lonore Project, and ensures
that the Crees will receive financial benefits through a variety of fix payment mechanisms and participation in the future profitability of the mine.
The Cree Collaboration Agreement further reflects Goldcorps commitment to protecting the environment and supporting Crees social and
cultural practices.
In November 2011, a certificate of authorization was issued by the Quebec Minister of Sustainable Development, Environment and Parks
allowing full construction of the lonore Project to commence immediately.
Sale of Osisko Shares
On February 8, 2011, Goldcorp announced that it sold its 10.1% equity interest in Osisko Mining Corporation (Osisko), representing
approximately 38.6 million common shares. The shares were sold on an underwritten block trade basis, at a gross price of C$13.75 per share.
Goldcorp received proceeds of approximately C$530 million in cash. The Corporation currently does not hold any common shares of Osisko.
Acquisition of Andean Resources Limited
On December 29, 2010, Goldcorp completed the acquisition of Andean Resources Limited (Andean) (the Andean Acquisition). In
connection with the Andean Acquisition, Andean shareholders received, at their election, either C$6.50 or 0.14 of a Common Share for each of
their Andean shares. In the aggregate, $766 million in cash was paid and 61,058,527 Common Shares were issued to Andean shareholders. The
Cerro Negro Project, acquired through the Andean Acquisition, is expected to benefit Goldcorps already strong organic growth pipeline, and the
large, prospective land position presents the opportunity for significant continued growth of gold resources through expansion of the existing
deposits and the discovery of additional zones along the strike of the veins.
Investment in Terrane Metals
On October 20, 2010, Thompson Creek Metals Company Inc. (Thompson Creek) acquired all of the outstanding common and preferred
shares of Terrane Metals Corp. (Terrane). Goldcorp controlled 58% of the outstanding shares of Terrane and received proceeds of $236 million
in cash and 13,898,196 common shares of Thompson Creek. Goldcorp currently holds approximately 8.7% of Thompson Creeks issued and
outstanding

- 9 -
common shares.
Sale of San Dimas Mine
On August 6, 2010, Goldcorp completed the sale of the San Dimas gold-silver mine (the San Dimas Mine) in Mexico to Primero Mining
Corp. (formerly Mala Noche Resources Corp.) (Primero). In consideration for the sale of the San Dimas Mine, Goldcorp received 31,151,200
common shares of Primero, representing approximately 36% of Primeros then issued and outstanding common shares, $214 million in cash, a
$60 million 12-month convertible note bearing an annual interest rate of 3% (the Convertible Note) and a $50 million five-year promissory note
bearing an annual interest rate of 6% (the Promissory Note). Goldcorp, for so long as it holds at least 10% of Primeros issued and outstanding
common shares (on a non-diluted basis), has the right, subject to certain conditions, to participate in future equity financings and certain non-cash
transactions undertaken by Primero to maintain its percentage interest in Primero. Goldcorp currently holds approximately 32.0% of Primeros
issued and outstanding common shares.
In 2011, Primero extended the maturity date of the Convertible Note for a further 12 months and repaid $30 million of the principal
outstanding thereunder. On August 7, 2012, Primero provided notice to Goldcorp that it had elected to convert the principal amount outstanding of
its $30 million convertible note held by Goldcorp into common shares of Primero. As a result, Goldcorp was issued a further 8,422,460 common
shares of Primero, which were subsequently sold by Goldcorp on October 11, 2012 pursuant to a secondary bought deal offering for gross
proceeds to Goldcorp of $44 million. Approximately $32.2 million remains outstanding under the Promissory Note.
Sale of Escobal Project and Subsequent Financing
On June 8, 2010, Goldcorp completed the sale of the Escobal silver deposit (the Escobal Project) in Guatemala to Tahoe Resources Inc.
(Tahoe). In consideration for the sale of the Escobal Project, Goldcorp received 47,766,000 common shares of Tahoe, representing
approximately 40% of Tahoes then issued and outstanding common shares on a fully-diluted basis and $224.6 million in cash. Goldcorp, for so
long as it holds at least 20% of Tahoes issued and outstanding common shares, has the right, subject to certain conditions, to participate in future
equity financings and certain non-cash transactions undertaken by Tahoe to maintain its percentage interest in Tahoe.
On December 23, 2010, Goldcorp maintained its percentage interest in Tahoe through the purchase of 10,285,692 common shares of Tahoe
for the aggregate purchase price of $144 million. Goldcorp currently holds approximately 39.9% of Tahoes issued and outstanding common
shares.
Acquisition of 70% Interest in El Morro Project
On February 16, 2010, Goldcorp Tesoro Inc. (GTI), a wholly-owned subsidiary of the Corporation, completed the acquisition of the 70%
interest in the El Morro Project from Datawave Sciences, Inc. (Datawave), a wholly-owned subsidiary of New Gold following the exercise of
Datawaves right of first refusal with Xstrata Chile. GTI advanced $463 million to Inversiones Subco, SpA (Inversiones), a newly-formed
Chilean subsidiary of Datawave, to fund the acquisition of the 70% interest from Xstrata. GTI also advanced $50 million to Datawave to capitalize
Inversiones. Following the acquisition of the Xstrata interest by Inversiones, GTI acquired the shares of Inversiones from Datawave and the
parties agreed to amend certain terms of the El Morro shareholders agreement, including with respect to Datawaves capital funding obligations.
The El Morro Project is an advanced stage gold-copper project located in north-central Chile, Region III, approximately 80 kilometres east of the
city of Vallenar.
Acquisition of Canplats and Camino Rojo Project
On February 4, 2010, Goldcorp completed the acquisition of Canplats Resources Corporation (Canplats) (the Canplats Acquisition). In
connection with the Canplats Acquisition, each Canplats share was exchanged for $4.80 in cash. In the aggregate, $289.0 million in cash was paid
to Canplats shareholders. The Camino Rojo Project, acquired through the Canplats Acquisition, is located approximately 50 kilometres from
Goldcorps Peasquito Mine and expands Goldcorps land package in the district to more than 4,600 square kilometres.

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DESCRIPTION OF THE BUSINESS
Goldcorp is engaged in the acquisition, exploration, development and operation of gold properties. The Corporation continues to investigate
and negotiate the acquisition of additional gold mining properties or interests in such properties. There is no assurance that any such investigations
or negotiations will result in the completion of an acquisition.
Principal Products
The Corporations principal product is gold dor with the refined gold bullion sold primarily in the London spot market. As a result, the
Corporation will not be dependent on a particular purchaser with regard to the sale of the gold dor. In addition to gold, the Corporation also
produces silver, copper, lead and zinc primarily from concentrate produced at the Peasquito Mine and Alumbrera Mine which is sold to third
party refineries.
Competitive Conditions
The precious metal mineral exploration and mining business is a competitive business. The Corporation competes with numerous other
companies and individuals in the search for and the acquisition of attractive precious metal mineral properties. The ability of the Corporation to
acquire precious metal mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to
select and acquire suitable producing properties or prospects for precious metal development or mineral exploration.
In addition, the Corporation also competes with its competitors over sourcing raw materials and supplies used in connection with its mining
operations, as well as for skilled experienced workers. See Risk Factors Availability of Supplies, Risk Factors Availability of Key
Executives and Other Personnel and Risk Factors Competition.
Operations
Raw Materials
The Corporation has (i) gold Mineral Reserves at the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine,
the El Sauzal Mine and the lonore Project; (ii) gold and silver Mineral Reserves at the Wharf Mine, the Dee/South Arturo Project, the Los Filos
Mine, the Marlin Mine and the Cerro Negro Project; (iii) gold and copper Mineral Reserves at the El Morro Project and the Alumbrera Mine;
(iv) gold, silver and copper Mineral Reserves at the Pueblo Viejo Mine; and (v) gold, silver, lead and zinc Mineral Reserves at the Peasquito
Mine.
Environmental Protection Requirements
The Corporations mining, exploration and development activities are subject to various levels of federal, provincial and state laws and
regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.
The Corporations total liability for reclamation and closure cost obligations at December 31, 2012 was $519 million. The undiscounted
value of this liability is $2,813 million, calculated using an effective weighted inflation rate assumption of 2%. Reclamation expenditures for the
year ended December 31, 2012 were $21 million.
See Environmental and Sustainability Policy below and the disclosure regarding environmental matters under the respective descriptions
of the Corporations material mineral properties herein for further details regarding environmental matters.

- 11 -
Employees
As at December 31, 2012, the Corporation had the following employees and contractors:

The above table does not include employees at the Alumbrera Mine and the Pueblo Viejo Mine for which the Corporation owns 37 / %
and 40%, respectively, and is not the operator.
Generally, management believes that labour relations at all of Goldcorps locations are good. Despite this, recent increased demand for
skilled workers in the resource industry and increased demand for higher wages have led to higher employee turnover and increasing costs at some
of Goldcorps operations. See Risk Factors Availability of Key Executives and Other Personnel.
Foreign Operations
The Corporation currently owns, among other interests, 66 / % of the Marigold Mine in the United States, 100% of the Wharf Mine in the
United States, 40% of the Dee/South Arturo Project in the United States, 100% of the Peasquito Mine in Mexico, 100% of the Los Filos Mine in
Mexico, 100% of the El Sauzal Mine in Mexico, 100% of the Noche Buena Project in Mexico, 100% of the Camino Rojo Project in Mexico,
100% of the Marlin Mine in Guatemala, 40% of the Pueblo Viejo Mine in the Dominican Republic, 100% of the Cerro Negro Project in
Argentina, 70% of the El Morro Project in Chile, 37 / % of the Alumbrera Mine in Argentina and 100% of the Cerro Blanco Project in
Guatemala. Goldcorps operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and
uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation;
extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification
of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and
repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Any changes in
regulations or shifts in political attitudes in such foreign countries are beyond the control of the Corporation and may adversely affect its business.
Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with
respect to the restrictions on production, export controls, income taxes, expropriation of

- 12 -
Location
Full-Time
Salaried
(Non-Union)
Full-Time
Salaried
(Union)
Hourly
(Non-Union)
Hourly
(Union) Contractors
Vancouver Office 128 0 0 0 6
Toronto Office 16 0 0 0 0
Reno Office 22 0 0 0 0
Mexico Offices 159 0 0 0 0
Guatemala Office 28 0 0 0 0
Chile Offices 71 0 0 0 65
Argentina Offices 48 0 0 0 0
Equity Silver Mine 5 0 0 0 0
lonore Project 89 0 40 0 361
Musselwhite Mine 154 0 385 0 277
Porcupine Mine 246 0 242 258 375
Red Lake Gold Mines 329 0 647 0 335
Marigold Mine 62 0 266 0 58
Wharf Mine 36 0 116 0 136
El Sauzal Mine 114 0 262 0 153
Los Filos Mine 298 0 0 838 1,359
Peasquito Mine 392 0 0 1,278 1,387
Marlin Mine 1,312 0 65 0 1,143
Cerro Blanco Project 123 0 0 0 82
San Martn Mine 8 0 0 0 17
El Morro Project 3 0 0 0 23
Cerro Negro Project 207 194 0 0 1744
Expatriates 96 0 0 0 0

3,946 194 2,023 2,374 7,521
1
2
2
3
1
2
property, repatriation of profits, environmental legislation, land use, water use, land claims of local people and mine safety. The effect of these
factors cannot be accurately predicted. See Risk Factors Foreign Operations, Risk Factors Resource Nationalism, Risk Factors
Government Regulation, Risk Factors Economic and Political Instability in Argentina, Risk Factors Security in Mexico, and Risk
Factors Corruption and Bribery Risk.
Safety Commitment
The Corporations vision of making Goldcorp Safe Enough for Our Families is well understood by its employees and the Corporation
continues to advance safety performance across all regions of its operations and projects. At the end of 2012, safety performance, as measured by
the frequency of reportable incidents, had improved by 15% while our lost time injury frequency rate remained comparable to 2011. The
Corporations focus in 2013 will be on eliminating fatalities after experiencing two fatalities in 2012. Goldcorp is continually striving to improve
its safety record and as a result of analyses, has put an additional focus on several key areas, including: (a) increased senior management visibility
in the field; (b) improved risk identification and communication across the Corporation; and (c) improvement of emergency response times for
remote locations.
In 2012, as part of its safety commitment, Goldcorp continued a strategy of behavioural and culture safety training to address safety
performance. Over 1,000 of the Corporations senior managers and leaders have taken a Safety Leadership Training program and in 2012, over
3,500 employees completed an additional safety behavioral training. The implementation of a company-wide incident investigation process is also
helping Goldcorp identify the root causes of potential significant incidents and allows Goldcorp to share such observations across the Corporation.
In 2012, the implementation of Goldcorps safety management system continued throughout its operations and projects and Goldcorp began a
self-assessment process in order to better understand the effectiveness of the system. This self-assessment review is a continuous improvement
tool which will allow each site to better focus on its weaknesses year after year. In 2012, five peer-review assessments of operations (Golden Eye
safety reviews) were also completed within the Corporation in order to share best practices and assist with risk mitigation strategies. In November
2012, a delegation of 35 members of Goldcorps senior management participated in the Safety and Health conference of the International Council
of Mining and Metals, held in Santiago, Chile. Charles A. Jeannes, President and Chief Executive Officer, George Burns, Executive Vice
President and Chief Operating Officer, and Paul Farrow, Senior Vice President of People and Safety delivered speeches and held meetings with
the Goldcorp team at the end of the conference. This meeting defined the outline for Goldcorps 2013 Safety and Health program. Furthermore, in
2012, Goldcorp delivered an intensive program of air quality monitoring at its Canadian underground mines. This program aims to support the
continuous air quality improvement efforts at these sites.
Occupational Health and Safety Policy
The Corporation has previously adopted an occupational health and safety policy (the Occupational Health and Safety Policy) that guides
the Corporations objective of a safe and healthy workplace. The Occupational Health and Safety Policy provides that Goldcorp will develop and
implement effective management systems to identify, minimize and manage health and safety risks; promote and enhance employee commitment
and accountability; provide training and information; strive for continuous improvement by setting targets and measuring results; and provide the
resources to achieve a safe and healthy work environment. The Occupational Health and Safety Policy is available on the Corporations website at
www.goldcorp.com .
Corporate Social Responsibility Policy
Goldcorps objective is to generate sustainable prosperity through its business operations, which means respecting the safety and health of
its employees, protecting the environment, respecting the human rights of its employees and the residents of the communities in which it operates,
and contributing to the sustainable development of those communities.
The Corporation has adopted a corporate social responsibility policy (the Corporate Social Responsibility Policy) that is guided by
international standards and best practices and is supported by strategic relationships and other policies. Goldcorp believes that partnerships are the
foundation of constructive, creative and sustainable development. The Corporate Social Responsibility Policy provides that Goldcorp will meet its
objectives through

- 13 -
the development of meaningful and effective strategies for engaging with stakeholders, by establishing grievance mechanisms, and by partnering
with non-governmental organizations and integrating socio-economic, environmental, occupational health and safety, human rights, and
governance best practices into the Corporations business processes. The Sustainability, Environment, Health and Safety Committee of the Board
of Directors is responsible for overseeing the Corporate Social Responsibility Policy and information regarding assessments and performance will
be made available to the public through annual GRI (as defined below) reporting. The Corporate Social Responsibility Policy is available on the
Corporations website at www.goldcorp.com in English, Spanish and French.
During 2012, Goldcorp implemented components of its corporate social responsibility framework at the all of its operating sites and
projects, including: socio-economic baseline studies, stakeholder mapping and prioritization and upgraded grievance mechanisms. In addition,
some of Goldcorps noteworthy corporate social responsibility activities and initiatives continue to include, among other things, the following:





See also, Environmental and Sustainability Policy below.
Human Rights Policy
Goldcorp has adopted a human rights policy (the Human Rights Policy) which integrates human rights best practices into business
processes and informs decision-making and due diligence processes. The Human Rights

- 14 -



United Nations Global Compact (UN Global Compact) The UN Global Compact is a strategic policy initiative for businesses that are
committed to aligning their operations and strategies with ten universally accepted principles in the areas of human rights, labour,
environment and anti-corruption. In 2009, Goldcorp became a signatory to the UN Global Compact.



International Council on Mining and Metals (ICMM) The ICMM is a collaborative organization comprised of mining and metals
companies and associations working together on sustainability-related issues important to the mining industry, of which Goldcorp is a
member. The ICMM is a contributor to sustainable development and requires members to perform based on principles of sustainable
development.



Global Reporting Initiative (GRI) The GRI is intended to serve as a generally accepted framework for reporting on an organizations
economic, environmental, and social performance. The GRI Reporting Framework contains general and sector-specific content applicable
for reporting an organizations sustainability performance. Goldcorp has committed to using the GRI as the basis for its sustainability
reporting and has been reporting to and against the GRI since 2007.



Extractive Industries Transparency Initiative (EITI) The EITI is a partnership of governments, international organizations, companies,
non-governmental organizations, investors and business and industrial organizations with the aim to strengthen governance by improving
transparency in transactions between governments and companies in the extractive industries. This transparency will in turn improve public
awareness of the revenues from these industries, increasing the likelihood that they will contribute to sustainable development and poverty
reduction. Goldcorp is an active supporter of the EITI, through the Corporations membership in the ICMM and individual corporate action.
In countries where governments have indicated a desire to be a part of the process, Goldcorp is actively involved in contributing to the
success of the initiative.



Voluntary Principles on Security and Human Rights (Voluntary Principles) Governments of the United States and the United Kingdom,
companies in the extractive and energy sectors and non-governmental organizations have developed a set of voluntary principles to guide
companies in maintaining the safety and security of their operations within an operating framework that ensures respect for human rights
and fundamental freedoms. Although Goldcorp is presently in the process of reviewing its formal participation in the Voluntary Principles,
the Corporation nonetheless embraces the Voluntary Principles and seeks to support their core values, including multi-stakeholder dialogue
among government, non-government organizations and the Corporation.
Policy provides that Goldcorp shall operate in a way that respects human rights of employees and the communities in which the Corporation
operates. The Human Rights Policy is guided by international laws and provides for, among other things, human rights of indigenous peoples in
association with Convention 69 of the International Labour Organization (ILO Convention 169).
The Human Rights Policy recognizes that while governments have the primary responsibility to protect human rights, Goldcorps activities
have the potential to impact the human rights of individuals affected by its business operations. As such, the Human Rights Policy provides that
Goldcorp will seek constructive dialogues and partnerships with a variety of stakeholders on its human rights performance, especially those
impacted directly by its operations. Furthermore, beginning in 2012, to meet its responsibilities to respect human rights, the Corporation
commenced developing the necessary materials and partnerships to commence the training of all its employees and contractors on human rights
and the Human Rights Policy. This training and its impact will be monitored and measured for effectiveness.
The Sustainability, Environment, Health and Safety Committee of the Board of Directors is responsible for overseeing the Human Rights
Policy and information regarding assessments and performance will be made available to the public through annual GRI reporting. The Human
Rights Policy is available on the Corporations website at www.goldcorp.com in English, Spanish and French.
Environmental and Sustainability Policy
Goldcorp has implemented an environmental and sustainability policy (the Environmental and Sustainability Policy) which states that the
Corporation and its subsidiaries are committed to the protection of life, health and the environment for present and future generations. Resources
will be focused to achieve shareholder profitability in all operations without neglecting Goldcorps commitment to sustainable development. The
needs and culture of the local communities will be respected. All employees are responsible for incorporating into their planning and work the
actions necessary to fulfill this commitment. The Environmental and Sustainability Policy is available on the Corporations website at
www.goldcorp.com .
To meet these responsibilities, Goldcorp will provide its employees with the necessary resources to:







Goldcorp believes that its Environmental and Sustainability Policy is effective in that none of its mineral properties received any fines nor
notices of violation of environmental laws or regulations during the year ended December 31, 2012 of a material nature.

- 15 -



Design, construct, operate and close the Corporations facilities to comply with applicable local regulations and laws and to meet
international guidelines.



Promote employee commitment and accountability to the Environmental and Sustainability Policy and enhance employees capabilities in
the implementation through the use of integrated management systems.


Promote the development and implementation of effective systems to minimize risks to health, safety and the environment.


Be proactive in community development programs so the communities are not reliant on the mines for their future.


Communicate openly with employees, local stakeholders and governments on the Corporations plans, programs and performance.



Work cooperatively with government agencies, local communities, educational institutions and suppliers to achieve safe handling, use and
disposal of all of the Corporations materials, resources and products.


Use the best technologies to continuously improve the safe, efficient use of resources, processes and materials.
Goldcorps properties are routinely inspected by regulatory staff to ensure that such properties are in compliance with applicable
environmental laws and regulations. Such properties are also periodically audited by internal staff to ensure that such properties are in compliance
with applicable environmental laws and regulations as well as the Environmental and Sustainability Policy and standards. Such internal review
also identifies areas where best practices can be updated. The Sustainability, Environment, Health and Safety Committee of the Board of Directors
is responsible for overseeing the Environmental and Sustainability Policy.
As part of Goldcorps goal to minimize the impact on the environmental and social aspects of its projects and operations, it develops
comprehensive closure and reclamation plans as part of its initial project planning and design. If it acquires a property that lacks a closure plan,
Goldcorp requires preparation of a closure plan. As part of the Corporations annual strategic business planning, the Corporation, through
interaction with its sites, identifies the significant environmental risks and reviews and updates the total closure costs for each property to account
for additional knowledge acquired in respect of a property or for changes in applicable laws or regulations. This process ensures that the
Corporation properly budgets for the costs associated with implementing the environmental policies.
In addition to the initiatives described above under Corporate Social Responsibility Policy, and consistent with the Environmental and
Sustainability Policy, additional initiatives of particular importance to Goldcorp relating to the protection of the environment and sustainability
are:


As it relates to climate change, the Corporation acknowledges climate change as an international and community concern. Accordingly,
Goldcorp supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. Goldcorp is
committed to reducing energy consumption and greenhouse gas emissions and it promotes energy efficiency at all of its operations. Goldcorp has
implemented a corporate-wide energy strategy and established objectives and targets with respect to energy.
Access to available water resources is another environmental concern to the Corporation and is under increasing pressure. Goldcorps use of
water resources can have potentially significant environmental impact if they are not designed and managed well and, as such, efficient water
management is a priority at all Goldcorps operations. Goldcorp has a particular focus on recycling process water. Other initiatives that Goldcorp
has adopted include predictive water balance models, continuous improvement programs, and performance monitoring systems. For operations
located in water-sensitive regions, Goldcorp monitors risks associated with water quality and quantity, and the potential impact on local
communities. Goldcorp intends to implement a corporate-wide water strategy and establish more specific objectives and targets in 2013.
On May 30, 2011, Goldcorp was recognized by NASDAQ as one of the top 100 companies in the world for its sustainability practices as
part of its NASDAQ OMX CRD Global Sustainability Index. The NASDAQ OMX

- 16 -



Carbon Disclosure Project (CDP) The CDP is an independent not-for-profit organization aiming to create a lasting relationship between
shareholders and corporations regarding the implications for shareholder value and commercial operations presented by climate change. The
goal of the CDP is to facilitate a dialogue, supported by quality information, from which a rational response to climate change will emerge.
Goldcorp made its first submission to the CDP in 2007, and continues to report on an annual basis.



International Cyanide Management Code (the Cyanide Code) The Cyanide Code is a voluntary industry program for companies
involved in the production of gold by the cyanidation process and focuses on the management of cyanide and cyanide solutions. The
Cyanide Code addresses the production of cyanide, its transport from the producer to the mine, its on-site storage and use, decommissioning
and financial assurance, worker safety, emergency response, training, stakeholder involvement and implementation verification. Goldcorp
became a signatory to the Cyanide Code in July 2007, and currently has nine mines in four countries that are fully certified under the code
(including Red Lake Gold Mines, Porcupine Mine, Musselwhite Mine, Marigold Mine, Wharf Mine, Peasquito Mine, Los Filos Mine, El
Sauzal Mine and Marlin Mine). Goldcorp now has all of its nominated operations certified to the Cyanide Code.
CRD Global Sustainability Index is an equity-weighted index made up of 100 companies that lead in measuring and reporting their carbon
footprint, energy usage, water consumption, hazardous and non-hazardous waste generation, workforce initiatives and community investing.
Included companies must voluntarily disclose their current environmental, social and governance risks as well as their revenue opportunities and
how it will affect future performance. Goldcorp was added to the Dow Jones Sustainability Index North America on September 24, 2012, which
includes 340 global companies indentified as leaders in the areas of sustainable economic, environmental and social performance. In addition, in
2012, Goldcorp in Mexico was named a socially responsible company noted for excellence in Ethical Conduct, Environmental Stewardship and
Community Engagement by the Mexican Centre for Philanthropy and the Alliance for Corporate Responsibility.
Technical Information
CIM Standards Definitions
The estimated Mineral Reserves and Mineral Resources for the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the
Marigold Mine, the Wharf Mine, the lonore Project, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peasquito
Mine, the Marlin Mine, the Pueblo Viejo Mine, the Cerro Blanco Project, the Noche Buena Project, the San Nicolas Project, the Cerro Negro
Project and the El Morro Project have been calculated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM)
Definitions adopted by CIM Council on December 27, 2010 (the CIM Standards) which were adopted by the Canadian Securities
Administrators National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). The following definitions are
reproduced from the CIM Standards:
The term Mineral Resource is a concentration or occurrence of diamonds, natural solid inorganic material or natural solid fossilized
organic material including base and precious metals, coal and industrial minerals in or on the Earths crust in such form and quantity and of such a
grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of
a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in
order of increasing geological confidence, into Inferred, Indicated and Measured categories.
The term Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the
basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is
based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and
drill holes.
The term Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and
physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic
parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable
exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill
holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
The term Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and
physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of
technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based
on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
The term Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a
Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and
allowances for losses that may occur when the material is mined.

- 17 -
The term Probable Mineral Reserve is the economically mineable part of an Indicated Mineral Resource and, in some circumstances, a
Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
The term Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a
Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction is justified.
JORC Code Definitions
The estimated ore reserves and Mineral Resources for the Alumbrera Mine have been calculated in accordance with the current
(2004) version of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code), the
Australian worldwide standards. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101. The following
definitions are reproduced from the JORC Code:
The term Mineral Resource means a concentration or occurrence of material of intrinsic economic interest in or on the Earths crust in
such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological
characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
The term Inferred Mineral Resource means that part of a Mineral Resource for which tonnage, grade and mineral content can be
estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity.
It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which
may be limited or of uncertain quality and reliability.
The term Indicated Mineral Resource means that part of a Mineral Resource for which tonnage, densities, shape, physical
characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing
information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are
too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.
The term Measured Mineral Resource means that part of a Mineral Resource for which tonnage, densities, shape, physical
characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration,
sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
The locations are spaced closely enough to confirm geological and grade continuity.
The term Ore Reserve means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting
materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies, have been carried out, and
include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-
divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.
The term Probable Ore Reserve means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral
Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and
studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing,
legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be
justified.

- 18 -
The term Proved Ore Reserve means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and
allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include
consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.
The foregoing definitions of Ore Reserves and Mineral Resources as set forth in the JORC Code have been reconciled to the definitions set
forth in the CIM Standards. If the Ore Reserves and Mineral Resources for the Alumbrera Mine were estimated in accordance with the definitions
in the CIM Standards, there would be no substantive difference in such Ore Reserves and Mineral Resources.
Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
Ore Reserve/Mineral Reserve Estimates
The following table sets forth the estimated gold, silver and copper Ore Reserves/Mineral Reserves for the Red Lake Gold Mines, the
Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal
Mine, the Peasquito Mine, the Cerro Negro Project, the Alumbrera Mine, the Marlin Mine, the Pueblo Viejo Mine, the lonore Project, the El
Morro Project and the Camino Rojo Project as of December 31, 2012:
Proved/Proven and Probable Gold, Silver and Copper Ore/Mineral Reserves


- 19 -
Grade Contained Metal
Deposit Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams
per tonne)
(grams
per tonne) (%)
(millions of

ounces)
(millions of

ounces)
(millions of

pounds)
Red Lake Gold Mines Proven 2.00 11.85 0.76
Probable 8.49 9.04 2.47

Proven + Probable 10.48 9.57 3.23








Porcupine Mine Proven 27.79 1.57 1.40
Probable 80.98 1.13 2.94

Proven + Probable 108.78 1.24 4.35








Musselwhite Mine Proven 5.26 6.79 1.15
Probable 5.97 5.94 1.14

Proven + Probable 11.23 6.34 2.29








Marigold Mine Proven 23.37 0.68 0.51
(Goldcorps 66 / % interest) Probable 173.06 0.50 2.77

Proven + Probable 196.43 0.52 3.28








Wharf Mine Proven 10.32 0.81 2.99 0.27 0.99
Probable 11.80 0.82 3.65 0.31 1.38

Proven + Probable 22.12 0.82 3.34 0.58 2.37




Dee/South Arturo Project Proven
(Goldcorps 40% interest) Probable 20.42 1.44 7.07 0.95 4.64

Proven + Probable 20.42 1.44 7.07 0.95 4.64




Los Filos Mine Proven 72.61 0.96 5.28 2.25 12.32
Probable 224.10 0.72 5.58 5.18 40.21

Proven + Probable 296.71 0.78 5.51 7.43 52.54




El Sauzal Mine Proven
Probable

Proven + Probable 4.42 1.52 0.22








Peasquito Mine Proven 577.90 0.55 29.37 10.27 545.76
Mill Probable 484.71 0.31 20.78 4.90 323.76

Proven + Probable 1,062.60 0.44 25.45 15.17 869.52




Peasquito Mine Proven 32.34 0.15 14.58 0.16 15.16
Heap Leach Probable 87.41 0.13 9.65 0.36 27.12

Proven + Probable 119.75 0.13 10.98 0.52 42.28




(1) (2) ( 9 )
( 3 )
2
3
( 4 )
( 5 )
( 5 )

- 20 -
Grade Contained Metal
Deposit Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams
per tonne)
(grams
per tonne) (%)
(millions of

ounces)
(millions of
ounces)
(millions of

pounds)
Cerro Negro Project Proven 0.04 11.08 204.00 0.01 0.26
Probable 18.87 9.43 80.94 5.72 49.10

Proven + Probable 18.91 9.43 81.20 5.74 49.36




Alumbrera Mine Proved 78.75 0.36 0.36 0.91 625
(Goldcorps 37 /
% interest) Probable 2.51 0.23 0.27 0.02 15

Proved + Probable 81.26 0.36 0.36 0.93 640





Marlin Mine Proven 3.52 3.37 116.81 0.38 13.23
Probable 3.91 4.91 253.17 0.62 31.85

Proven + Probable 7.44 4.18 188.56 1.00 45.08




Pueblo Viejo Mine Proven 13.88 3.49 25.66 0.08 1.56 11.45 25
(Goldcorps 40% interest) Probable 96.06 2.74 16.54 0.10 8.45 51.08 207
Proven + Probable 109.94 2.83 17.69 0.10 10.01 62.53 232
lonore Project Proven
Probable 12.48 7.56 3.03

Proven + Probable 12.48 7.56 3.03








El Morro Project Proven 233.95 0.56 0.55 4.24 2,818
(Goldcorps 70% interest) Probable 215.56 0.36 0.44 2.49 2,068

Proven + Probable 449.51 0.47 0.49 6.73 4,886





Camino Rojo Project Proven
Probable 66.76 0.76 14.94 1.63 32.07
Proven + Probable 66.76 0.76 14.94 1.63 32.07
Total Proved/Proven 23.87 599.18 3,468
Probable 42.99 561.21 2,290
Proved/Proven + Probable 67.08 1,160.40 5,758

(1) All Mineral Reserves or Ore Reserves have been calculated in accordance with the CIM Standards or the JORC Code. The JORC Code has
been accepted for current disclosure rules in Canada under NI 43-101. All Mineral Reserves and Ore Reserves have been reported as of
December 31, 2012.
(2) All Mineral Reserves and Ore Reserves set out in the table above, have been reviewed and approved by Maryse Belanger, P. Geo., Senior
Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.
(3) The Mineral Reserves for the Red Lake Gold Mines set out in the table above are classified as proven and probable, and are based on the
CIM Standards. See Description of the Business Mineral Properties Canada and the United States Red Lake Gold Mines, Canada
Mineral Reserve and Mineral Resource Estimates for further details.
(4) The Mineral Reserves for the Los Filos Mine set out in the table above are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business Mineral Properties Mexico Los Filos Mine, Mexico Mineral Reserve and Mineral
Resource Estimates for further details.
(5) The Mineral Reserves for the Peasquito Mine set out in the table above are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business Mineral Properties Mexico Peasquito Mine, Mexico Mineral Reserve and Mineral
Resource Estimates for further details.
(6) The Mineral Reserves for the Cerro Negro Project set out in the table above are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business Mineral Properties Central and South America Cerro Negro Project, Argentina
Mineral Reserve and Mineral Resource Estimates for further details.
(7) The Mineral Reserves for the Pueblo Viejo Mine set out in the table above are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business Mineral Properties Central and South America Pueblo Viejo Mine, Dominican
Republic Mineral Reserve and Mineral Resource Estimates for further details.
(8) The Mineral Reserves for the lonore Project set out in the table above are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business Mineral Properties Canada and the United States lonore Project, Canada Mineral
Reserve and Mineral Resource Estimates for further details.
(9) Numbers may not add up due to rounding.
( 6 )
1
2
( 7 )
( 8 )
The following table sets forth the estimated lead and zinc Mineral Reserves for the Peasquito Mine Mill as of December 31, 2012:
Proven and Probable Lead and Zinc Mineral Reserves

Mineral Resource Estimates
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources
This section uses the terms Measured, Indicated and Inferred Resources. United States investors are advised that while such terms are
recognized and required by Canadian regulations, the United States Securities and Exchange Commission (SEC) does not recognize them.
Inferred Mineral Resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be
assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume
that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are
also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.
The following table sets forth the estimated gold, silver and copper Mineral Resources for the Red Lake Gold Mines, the Cochenour
Deposit, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine, the lonore Project, the Dee/South Arturo Project, the
Los Filos Mine, the El Sauzal Mine, the Peasquito Mine, the Cerro Negro Project, the Marlin Mine, the Pueblo Viejo Mine, the El Morro Project,
the Cerro Blanco Project, the Noche Buena Project, the San Nicolas Project and the Camino Rojo Project as of December 31, 2012:
Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources
(excluding Proved/Proven and Probable Mineral Reserves)


- 21 -
Grade Contained Metal
Category Tonnes Lead Zinc Lead Zinc
(millions) (%) (%)
(millions of
pounds)
(millions of
pounds)
Proven 577.90 0.29 0.70 3,702.99 8,928.54
Probable 484.71 0.20 0.47 2,111 5,032
Proven + Probable 1,062.60 0.25 0.60 5,814 13,961

(1) All Mineral Reserves have been calculated in accordance with the CIM Standards. All Mineral Reserves have been reported as of
December 31, 2012.
(2) All Mineral Reserves set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Senior Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101.
(3) The Mineral Reserves for the Peasquito Mine set out in the table above are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business Mineral Properties Mexico Peasquito Mine, Mexico Mineral Reserve and Mineral
Resource Estimates for further details.
(4) Numbers may not add up due to rounding.
Grade Contained Metal
Deposit Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams
per tonne)
(grams
per tonne) (%)
(millions of

ounces)
(millions of

ounces)
(millions of

pounds)
Red Lake Gold Mines Measured 1.47 18.36 0.87
Indicated 3.22 14.07 1.46

Measured + Indicated 4.69 15.41 2.32








Inferred 3.19 16.11 1.65
Cochenour Deposit Measured
Indicated

Measured + Indicated














Inferred 9.05 11.18 3.25
Porcupine Mine Measured 37.20 1.25 1.50
Indicated 132.02 1.16 4.94

(1)(2) (3) ( 4 )
(1) (2) ( 9 ) (10)
( 3 )
( 3 )
Grade Contained Metal
Deposit Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams
per tonne)
(grams
per tonne) (%)
(millions of

ounces)
(millions of

ounces)
(millions of

pounds)
Measured + Indicated 169.22 1.18 6.43








Inferred 18.85 1.95 1.18
Musselwhite Mine Measured 0.11 4.84 0.02
Indicated 0.35 5.88 0.07

Measured + Indicated 0.46 5.63 0.08








Inferred 4.99 5.72 0.92
Marigold Mine Measured 1.05 0.48 0.02
(Goldcorps 66 /
% interest) Indicated 29.34 0.42 0.40

Measured + Indicated 30.39 0.42 0.42








Inferred 54.17 0.43 0.74
Wharf Mine Measured 6.98 0.84 4.73 0.19 1.06
Indicated 1.62 0.98 4.12 0.05 0.21

Measured + Indicated 8.60 0.87 4.62 0.24 1.28




Inferred
lonore Project Measured 0.14 10.01 0.04
Indicated 1.23 11.05 0.44

Measured + Indicated 1.36 10.95 0.48








Inferred 12.25 10.60 4.17
Dee/South Arturo Project Measured
(Goldcorps 40% interest) Indicated 9.90 1.53 7.42 0.49 2.36

Measured + Indicated 9.90 1.53 7.42 0.49 2.36




Inferred 17.01 0.51 2.38 0.28 1.30
Los Filos Mine Measured 9.61 1.90 8.48 0.59 2.62
Indicated 61.41 0.89 6.76 1.76 13.35

Measured + Indicated 71.02 1.03 7.00 2.35 15.97




Inferred 239.18 0.84 6.04 6.49 46.47
El Sauzal Mine Measured 1.45 0.92 0.04
Indicated 0.70 1.51 0.03

Measured + Indicated 2.15 1.11 0.08








Inferred 0.04 1.35 0.00
Peasquito Mine Measured 125.56 0.17 14.44 0.67 58.29
Mill Indicated 451.43 0.19 13.12 2.74 190.43

Measured + Indicated 576.98 0.18 13.41 3.41 248.72




Inferred 126.63 0.20 9.13 0.83 37.17
Peasquito Mine Measured 3.68 0.06 5.01 0.01 0.59
Heap Leach Indicated 21.77 0.07 4.19 0.05 2.93

Measured + Indicated 25.45 0.07 4.31 0.06 3.52




Inferred 50.66 0.17 1.61 0.28 2.62
Cerro Negro Project Measured
Indicated 5.12 3.12 22.95 0.51 3.78

Measured + Indicated 5.12 3.12 22.95 0.51 3.78




Inferred 5.32 4.81 34.35 0.82 5.87
Marlin Mine Measured 0.10 2.88 108.23 0.01 0.35
Indicated 0.36 2.66 100.69 0.03 1.15

Measured + Indicated 0.46 2.71 102.36 0.04 1.50




Inferred 0.44 4.51 210.78 0.06 3.01
Pueblo Viejo Mine Measured 2.61 2.47 15.20 0.12 0.21 1.28 7
(Goldcorps 40% interest) Indicated 78.17 2.13 11.82 0.09 5.36 29.71 157
Measured + Indicated 80.78 2.14 11.93 0.09 5.57 30.99 164
Inferred 6.57 2.18 14.32 0.07 0.46 3.02 11
El Morro Project Measured 3.89 0.48 0.57 0.06 49
2
3
( 4 )
( 5 )
( 6 )
( 6 )
( 7 )
( 8 )

- 22 -
(Goldcorps 70% interest) Indicated 19.31 0.39 0.51 0.24 216

Measured + Indicated 23.20 0.40 0.52 0.30 264





Inferred 472.19 0.25 0.35 3.85 3,689
Cerro Blanco Project Measured
Indicated 2.52 15.64 72.00 1.27 5.83

Measured + Indicated 2.52 15.64 72.00 1.27 5.83




Inferred 1.35 15.31 59.60 0.67 2.59

- 23 -
Grade Contained Metal
Deposit Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams
per tonne)
(grams
per tonne) (%)
(millions of

ounces)
(millions of

ounces)
(millions of

pounds)
Noche Buena Project Measured
Indicated 71.75 0.42 14.06 0.96 32.44

Measured + Indicated 71.75 0.42 14.06 0.96 32.44




Inferred 17.67 0.42 13.92 0.24 7.91
San Nicolas Project Measured
(Goldcorps 21% interest) Indicated 19.26 0.46 26.70 1.24 0.28 16.53 527
Measured + Indicated 19.26 0.46 26.70 1.24 0.28 16.53 527
Inferred 2.28 0.26 17.40 1.24 0.02 1.27 62
Camino Rojo Project Measured
Indicated 23.14 0.76 14.94 0.57 11.11

Measured + Indicated 23.14 0.76 14.94 0.57 11.11




Inferred 0.64 0.27 4.53 0.01 0.09
Total Measured 4.21 64.19 56
Indicated 21.65 309.85 899
Measured + Indicated 25.86 374.04 955
Inferred 25.93 111.33 3,762

(1) All Mineral Resources have been calculated in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted
for current disclosure rules in Canada under NI 43-101. All Mineral Resources have been reported as of December 31, 2012.
(2) All Mineral Resources set out in the table above, have been reviewed and approved by Maryse Belanger, P. Geo., Senior Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101.
(3) The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the table above are classified as measured, indicated
and inferred, and are based on the CIM Standards. See Description of the Business Mineral Properties Canada and the United States
Red Lake Gold Mines, Canada Mineral Reserve and Mineral Resource Estimates for further details.
(4) The Mineral Resources for the lonore Project set out in the table above are classified as measured, indicated and inferred, and are based
on the CIM Standards. See Description of the Business Mineral Properties Canada and the United States lonore Project, Canada
Mineral Reserve and Mineral Resource Estimates for further details.
(5) The Mineral Resources for the Los Filos Mine set out in the table above are classified as measured, indicated and inferred, and are based on
the CIM Standards. See Description of the Business Mineral Properties Mexico Los Filos Mine, Mexico Mineral Reserve and
Mineral Resource Estimates for further details.
(6) The Mineral Resources for the Peasquito Mine set out in the table above are classified as measured, indicated and inferred, and are based
on the CIM Standards. See Description of the Business Mineral Properties Mexico Peasquito Mine, Mexico Mineral Reserve
and Mineral Resource Estimates for further details.
(7) The Mineral Resources for the Cerro Negro Project set out in the table above are classified as measured, indicated and inferred, and are
based on the CIM Standards. See Description of the Business Mineral Properties Central and South America Cerro Negro Project,
Argentina Mineral Reserve and Mineral Resource Estimates for further details.
(8) The Mineral Resources for the Pueblo Viejo Mine set out in the table above are classified as measured, indicated and inferred, and are based
on the CIM Standards. See Description of the Business Mineral Properties Central and South America Pueblo Viejo Mine,
Dominican Republic Mineral Reserve and Mineral Resource Estimates for further details.
(9) All Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as
Mineral Reserves and do not have demonstrated economic viability. Inferred Mineral Resources have a great amount of uncertainty as to
their existence and as to whether they can be mined legally or economically. It cannot be assured that all or part of the Inferred Mineral
Resources will ever be upgraded to a higher category.
(10) Numbers may not add up due to rounding.
The following table sets forth the estimated lead and zinc Mineral Resources for the Peasquito Mine, the Camino Rojo Project and the San
Nicolas Project as of December 31, 2012:
Measured, Indicated and Inferred Lead and Zinc Mineral Resources
(excluding Proven and Probable Mineral Reserves)


- 24 -
Grade Contained Metal
Deposit Category Tonnes Lead Zinc Lead Zinc
(millions) (%) (%)
(millions of

pounds)
(millions of

pounds)
Peasquito Mine Measured 125.56 0.15 0.39 426 1,083
Mill Indicated 451.43 0.13 0.34 1,275 3,410
Measured + Indicated 576.98 0.13 0.35 1,700 4,493
Inferred 126.63 0.14 0.26 382 736
Camino Rojo Project Measured 0.00 0.23 0.37
Indicated 23.14 0.17 0.37 89 189
Measured + Indicated 23.14 0.17 0.37 89 189
Inferred 0.64 0.08 0.25 1 4
San Nicolas Project Measured
Indicated 19.26 1.68 713

Measured + Indicated 19.26 1.68 713





Inferred 2.28 0.97 49
Total Measured 426 1,083
Indicated 1,364 4,312
Measured + Indicated 1,789 5,395
Inferred 384 788

(1) All Mineral Resources have been calculated in accordance with the CIM Standards. All Mineral Resources have been reported as of
December 31, 2012.
(2) All Mineral Resources set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Senior Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101.
(3) The Mineral Resources for the Peasquito Mine set out in the table above are classified as measured, indicated and inferred, and are based
on the CIM Standards. See Description of the Business Mineral Properties Mexico Peasquito Mine, Mexico Mineral Reserve
and Mineral Resource Estimates for further details.
(4) Numbers may not add up due to rounding.
(1) (2) ( 4 )
( 3 )
MINERAL PROPERTIES
CANADA AND THE UNITED STATES
The Corporations properties in Canada and the United States include the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite
Mine, the lonore Project, the Marigold Mine (66 / %), the Wharf Mine and the Dee/South Arturo Project (40%). The Red Lake Gold Mines
and the lonore Project, each described below, are considered to be material mineral properties to Goldcorp.
RED LAKE GOLD MINES, CANADA
The Red Lake Gold Mines are directly and indirectly wholly-owned by Goldcorp. The Red Lake Gold Mines are located in the Red Lake
district, Ontario. The nearby Bruce Channel discovery (now forming part of the Cochenour Deposit) secures control of eight kilometres of strike
length in the heart of the Red Lake trend. Development of the Cochenour Deposit is advancing toward first gold production in 2015.
Stephane Blais, P.Eng., Technical Services Manager, Red Lake Gold Mines, Chris Osiowy, P.Geo., Manager of Exploration, Red Lake Gold
Mines, and Ian Glazier, P.Eng., Processing Manager, Red Lake Gold Mines, prepared a technical report in accordance with NI 43-101 entitled
Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report (the Red Lake Report) dated March 14, 2011, as amended March 30,
2011. Stephane Blais, Chris Osiowy and Ian Glazier are each qualified persons under NI 43-101. The following description of the Red Lake Gold
Mines has been summarized, in part, from the Red Lake Report and readers should consult the Red Lake Report to obtain further particulars
regarding the Red Lake Gold Mines. The Red Lake Report is available for review under Goldcorps profile on SEDAR at www.sedar.com .
All scientific and technical information in this summary relating to any updates to the Red Lake Gold Mines since the date of the Red Lake
Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Red Lake Report.
The Mineral Reserve and Mineral Resource estimates for the Red Lake Gold Mines and the Cochenour Deposit included in the following
section have been reviewed and approved by Maryse Belanger, P.Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified
person under NI 43-101.
Project Description and Location
The Red Lake Gold Mines are owned by Goldcorp (72%) and Goldcorp Canada (28%) through a partnership. The operations comprise the
former Campbell and Red Lake underground mines, which are now integrated and operate as a single entity by the partnership. For the purposes
of the Red Lake Report, the shafts and mill at Red Lake are collectively termed the Red Lake Complex and those at Campbell are termed the
Campbell Complex. The combined mine area can also be referred to as the greater Red LakeCampbell Complex. The Cocheneur complex
(the Cocheneur Complex) covers mineralization located on the former CochenourWillans mine and the former Gold Eagle mines property
which hosts the Western Discovery Zone deposit and the new Cochenour deposit (the Cochenour deposit was previously referred to as the Bruce
Channel deposit; and the Western Discovery Zone and Cochenour deposits are collectively now referred to as the Cochenour Deposit).
Goldcorp acquired a 100% share of the Gold Eagle properties on September 25, 2008 from Gold Eagle Mines Ltd. (Gold Eagle).
The Red Lake Gold Mines are situated 180 kilometres north of the town of Dryden, Ontario. The Red Lake Complex consists of 89 patented
mineral claims covering 1,254 hectares and the Campbell Complex consists of 77 patented mineral claims covering 1,084 hectares. The claims are
held in the name of either Goldcorp, or Goldcorp Canada, or jointly by the two companies. The Cochenour Complex covers 1,358 hectares, and
comprises 110 patented mineral rights, licences of occupation, lease mineral rights, and one staked claim. The tenure is jointly held in the names
of Goldcorp (72%), Goldcorp Canada (28%) or, in the case of 72 of the claims, currently beneficially held by Goldcorp but later to be held in the
names of Goldcorp (72%) and Goldcorp Canada (28%). Note that patents are renewable so long as the lease is being used for mining purposes and
either actual production is being carried out or exploration is being performed. Required fees and duties have been paid to the appropriate
authorities and the claims are in good standing.

- 25 -
2
3
Goldcorp holds sufficient surface rights to support the Red LakeCampbell mining operations, and associated infrastructure, and sufficient
surface rights in the Cochenour Complex to support any proposed re-development. Environmental permits are required by various federal,
provincial, and municipal agencies, and are in place for all current operations. No new permits are currently required for current exploration
activity and mining operations, but existing permit amendments are required from time to time. In 2012, applications for amendments were made,
and subsequently obtained, for a sewage treatment plant expansion and for an air/noise permit at the Red Lake Gold Mines. Also in 2012,
applications for amendments were made for a permit to take water and for an air/noise permit at the Cochenour Complex. Approval for both
Cochenour permit amendments is pending. The Red Lake Gold Mines and Cochenour Complex closure plans were updated in 2012 and will be
submitted in 2013 for approval. Goldcorp is satisfied that all environmental liabilities are identified in the existing closure plans for the operations,
which are limited to those that would be expected to be associated with gold mines that have been operating for more than 60 years, and where
production is from underground sources, including roads, site infrastructure, and waste and tailings disposal facilities.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
The Red Lake area is accessible by Highway 105, which joins the Trans Canada highway at Vermillion Bay, 175 kilometres south and 100
kilometres east of Kenora, Ontario. Commercial air services operate to Red Lake from Thunder Bay and Winnipeg. The climate in the Red Lake
area is typical of a northern continental boreal climate with warm summers and cold winters. Temperatures range from 18 to 25 degrees Celsius in
July, to minus 20 to minus 35 degrees Celsius in January. Annual precipitation is 650 millimetres, with snow generally on the ground from about
November to March. Mining operations are conducted year-round.
Mining activities are conducted in and about the municipality of Red Lake (population 4,500) and are located near established power and
road infrastructure. Local businesses offer most goods and services required for mineral exploration and development. Additional supplies can be
sourced as needed from Thunder Bay, Winnipeg and Toronto. Together with multiple shaft accesses to the underground workings, Goldcorp
maintains administrative, technical, operations support, and processing facilities on the active sites. There are modern camp facilities to maintain
the required permanent workforce for operations and construction. Potable water is supplied by the municipality, and paid for on a usage basis.
Process water is taken from Balmer Lake and Sandy Bay. Power is supplied through Hydro One via a radial line. Diesel-powered generators
provide temporary emergency power in the event of a main electrical disruption to allow the mine site to maintain basic services. Waste rock is
stored in designated areas at both the Red Lake and Campbell Complexes. The waste pads are located in a historic tailings area east of the site at
the Red Lake Complex and on the northeast side of the main tailings pond at the Campbell Complex. The tailings storage facilities at the
Campbell and Red Lake Complexes are currently permitted for dam raises that will provide storage to 2016 and 2018, respectively.
Topography comprises irregular hills and discontinuous ridges created by glaciofluvial material and till. These are separated by depressions
and hollows occupied by lakes, ponds and muskeg. Much of the region is still untouched and is accessible only by air or canoe. The water level of
Red Lake lies at 354 metres above sea level; typically elevations are subdued, with hills rising only about 50 metres above lake level. Vegetation
comprises black spruce, fir, larch (tamarack) and pine in the poorer-drained areas, and poplar, birch, willow, alder and mountain ash, with a
variety of shrubs in swampy areas. Bedrock outcrops are scattered and consist of less than one percent of the surface area. Soil is characterized by
a 30 to 50 centimetre layer of topsoil overlying compact sand with traces of clay, gravel and scattered cobbles and boulders. Low-lying areas
contain silty clay sediments that were deposited in glacial lakes. Overburden thicknesses vary from zero to over 50 metres.
History
Red Lake Complex
The first recorded prospecting in the Red Lake district was carried out by the northwestern Ontario Exploration Company in 1887. Red Lake
was first staked during the Red Lake Gold Rush in 1926. In 1944, the property was re-staked and Dickenson Red Lake Mines Limited was
incorporated. Production mining began in 1948 at a rate of 113 tonnes per day and increased to 454 tonnes per day in the 1970s. In the early
1980s, the mill capacity was increased to 907 tonnes per day and long-hole stoping was introduced. The change in mining method resulted in a
severe drop in production grade. Cut-and-fill mining was subsequently re-introduced and production increased to

- 26 -
approximately 907 tonnes per day by 1993 to 1994. An exploration core drilling program initiated in 1995 within the lower levels of the mine
resulted in the discovery of a cluster of high grade gold veins. The #3 shaft was developed from January 2004 to January 2007 to a depth of 1,925
metres. Since the beginning of operations in 1948 until the end of 2012, 11.0 million tonnes grading 27.43 grams per tonne of gold has been
treated, producing 9,165,240 gold ounces.
Campbell Complex
The Campbell claims were staked in 1926. Subsequently, there was a period of claim cancellations and re-staking of the area. In the 1940s,
George and Colin Campbell re-staked the area, Campbell Red Lake Mines was incorporated and Dome Mines Limited (Dome Mines) purchased
an option that eventually resulted in Dome Mines acquiring a 57% ownership interest in the Campbell Red Lake Mines company. In 1946, after
additional exploration had been carried out, a four-compartment shaft with four levels was sunk to a depth of 182 metres. Mill construction began
in 1948 and the mill went into operation the following year reaching a capacity of 272 tonnes per day. The shaft was deepened to 655 metres in
the 1950s, to exploit a high-grade zone discovered on the 14 level of the mine. Following the merger between Campbell Red Lake Mines, Dome
Mines and Placer Development Limited, in the 1990s, an autoclave was installed at the Campbell Complex, replacing the existing roaster, the mill
flotation circuit was upgraded, a paste-fill plant constructed, an underground decline developed, and the Reid Shaft was commissioned. Since the
beginning of operations in 1946 until the end of 2012, 21.4 million tonnes grading 19.33 grams per tonne of gold has been mined, producing
12,409,768 gold ounces.
Cochenour Complex
The original claims on the Cochenour-Willans property were staked in 1926 to 1927 by W.M Cochenour, D. Willans and H.G. Young, and
in 1928 the CochenourWillans syndicate was formed. CochenourWillans Gold Mines Ltd. was incorporated in 1936 and production began in
1939 at a rate of 136 to 181 tonnes per day. Operations ran for 32 years, from 1939 to 1971, during which about 2.1 million tonnes grading 18.44
grams per tonne of gold was processed with approximately 1.24 million ounces of gold recovered. Underground mine workings extended down to
the 670 metre level. A flotation circuit and smelting plant was constructed in 1940 and a roaster was added in 1947 to treat arsenical ore. The
property was expanded through exercise of an option on the Marcus Mines Ltd. ground holding (Marcus) in 1951 and the MartinMcNeely
Mines Ltd. tenure package (Wilmar) in 1958. Two exploration drives were completed by 1963 to the properties from 396 metres, 4,572 metres
northeast and 1,676 metres southeast respectively. With the discovery at Wilmar of several gold-bearing lenses, an internal shaft was sunk from
the 396 metre level to the 625 metre level with five stations developed at 45 metre intervals. The CochenourWillans mine operated at a loss after
1967, largely due to dilution of grade in the talcose ore at depth and the fixed gold price. Production from the Wilmar mine between 1967 and
1971 comprised about 190,510 tonnes at a grade of 10.28 grams of gold per tonne. Between mine closure in 1971 and 1991, the operations had a
number of owners, including Camflo Mines, Wilanour Resources, Esso Minerals Canada and Inco Gold Inc. During this period work completed
comprised drilling in support of exploration. In 1997, Goldcorp purchased a 100% interest in the CochenourWillans mine area. Goldcorp
completed trenching, grab sampling and compilation work between 1998 and 2002. The mine was allowed to flood in 2003. Surface drilling was
undertaken from 2002 to 2009, consisting of 94 surface drill holes were drilled, totalling 66,968 metres. Following dewatering, in 2010, renewed
access to the underground Cochenour-Willans workings allowed completion of 49 underground drill holes (20,558 metres), together with 17
surface drill holes (including wedges) totalling 13,881 metres.
The Gold Eagle property, which now forms part of the Cochenour Complex, was originally staked in 1926 and re-staked in 1932. From
1932 to 1934, there was a period of surface exploration. In 1934, a shaft was collared and completed to 160 metres, with lateral work on four
levels. The mill was brought into production in 1937. In 1938, an internal winze was sunk from the 152 metre level to the 223 metre level which
was deepened to 305 metres in 1939. Underground exploration failed to locate additional ore and the mine was closed in 1941. During this time,
production appears to have been approximately 184,160 tonnes hoisted and 147,870 tonnes milled for a recovered grade of 7.65 grams per tonne
of gold. From 1940 to 1959, mineralization was tested with a number of diamond drill programs, and, in 1959, the small Gold Eagle South Zone
was discovered. A joint venture between Exall Resources Ltd. and Southern Star Resources Inc. commenced modern exploration activity in 2003.
Work comprised the establishment of a surface grid, geophysical surveying consisting of spectral induced polarization, resistivity, magnetometer,
and very low frequency electromagnetic surveys, soil sampling, geological mapping and prospecting over geophysical anomalies, and core
drilling. This assisted the discovery of the new Cochenour and Western

- 27 -
th
Discovery Zone deposits in 2004. A Mineral Resource estimate was prepared for the Western Discovery Zone in 2004 and Gold Eagle Mines Ltd.
was created in 2006.
Acquisition by Goldcorp
In 2006, Goldcorp purchased the Campbell mine from Barrick, which had acquired Placer Dome Inc. (Placer Dome) the same year, and
now holds 100% interest in the operations. The Red Lake Gold Mines partnership was formed on April 2, 2007 between Goldcorp Canada (28%
interest) and Goldcorp (72% interest) for the principal purpose of operating and developing the combined operations of the Red Lake Complex
and the Campbell Complex. On September 25, 2008, Goldcorp acquired 100% of Gold Eagle, which held the Bruce Channel deposit and adjacent
ground. Gold Eagle has since been wound-up and its assets distributed to Goldcorp. Since this acquisition, the Corporation has continued drilling
the deposits so as to generate sufficient drill intercepts and establish geological and grade continuity to support Mineral Resource estimation.
Geological Setting
The Red Lake greenstone belt is situated within the Uchi Sub-province of the Superior Province of the Canadian Shield. It consists of a
series of eastward-trending belts of volcanic and sedimentary rocks and synvolcanic intrusive rocks that span a time period of approximately
300 million years between 3.0 Ga to 2.7 Ga. The belt has been described as an eastnortheast-oriented bow tie-shaped anticline that is
approximately 60 kilometres by 40 kilometres in extent. The Red Lake Gold Mines are underlain mainly by tholeiitic basalt and basaltic komatiite
of the Balmer assemblage (~3.0 Ga). This mine sequence (Mine Sequence) also includes significant amounts of peridotitic, rhyolitic and other
mafic intrusives of various younger ages. The Mine Sequence has been flattened and sheared into a steeplyplunging, southsouthwest-folded
package. The Balmer sequence is unconformably overlain by felsic volcaniclastic rocks, and clastic and chemical sedimentary rocks of the Bruce
Channel assemblage which defines an enveloping synclineanticline couplet to the southeast of the mine site.
The major mineralized zones, although typically hosted in basalt, are often found closely associated with ultramafic units. In general, there
are three types of mineralization zones encountered within the Red LakeCampbell Complex: vein-replacement ore, disseminated sulphide ore
and silica-arsenic replacement ore. Structures at the site exhibit three primary trends: northwest conformable (or foliation parallel), north-south
and east-west. The conformable structures are most common and show veining and sulphide mineralization emplaced within structures running
parallel to sub-parallel to the foliation. Locally, complex vein arrays form which include brittle north-south and east-west components. The high
grade zone (HGZ or High Grade Zone) occurs in such an environment where enhanced dilatency was closely associated with a folded
ultramafic unit. Exceptional gold mineralization within the HGZ was a result of extensive replacement of an early carbonate vein system, along
with intense replacement mineralization which indicates a very large and focused hydrothermal system. The ore lenses within the HGZ average
1.5 to three metres in width and extend over strike lengths ranging from 30 to 150 metres. Sulphide replacement zones higher up in the mine vary
from two to 12 metres in width and could have strike lengths of 50 to over 3,000 metres.
The Cochenour Complex (including the former CochenourWillans mine, the Western Discovery Zone, and the new Cochenour deposit) is
underlain by complexly folded, intensely altered, massive and pillowed mafic and ultramafic rocks of the Balmer assemblage and peridotite
intrusives of Confederation age (~2.75 Ga). Stratigraphy in the mine area strikes east to northeast as defined by interflow strata comprised of
banded chert, argillite, siltstone and iron formations. The CochenourWillans mine appears folded about a southwest-trending antiform, plunging
to the southwest at 50 degrees. A series of massive, rhyolite domes occurs along the west, northwestern flank of the former Cochenour Complex.
Similar to the Red Lake Gold Mines area, the Bruce Channel metasedimentary dominated assemblage rests unconformably upon the Balmer
assemblage. Sulphide mineralization characterized by pyrrhotite and pyrite is commonly found throughout and is invariably present in sections
containing or surrounding gold mineralization. Arsenopyrite mineralization occurs frequently within and around the gold zones and a strong
association has been documented between extensive zones of fine-grained acicular (felted) arsenopyrite and gold mineralization. Less common
sulphides also indicative of the presence of gold include chalcopyrite, galena and sphalerite. The gold mineralization at the Western Discovery
Zone is partly hosted within the intrusion and partly in a large inclusion of metasedimentary rocks. Gold mineralization here is hosted in quartz
veins and veinlet swarms, predominantly east-west trending, flat dipping to the south.

- 28 -
Exploration
Exploration activities have included regional and detail geological and structural mapping, reconnaissance rock and soil geochemical
sampling, trenching, targeted and reconnaissance diamond drilling, airborne geophysical surveys, ground IP geophysical surveys, mineralization
characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also
been carried out.
Since the Red Lake-Campbell Complex integration, a new grid was introduced to encompass all properties into one large localized grid and
surveyed using Leica 1205 global positioning system (GPS). The grid is also referenced to both provincial and federal survey monuments in the
area using static surveys of each control point. Regional and detailed geological mapping was completed by Goldcorp and Geological Survey of
Canada personnel in a number of phases. Map results are used to elucidate regional lithological relationships, alteration and mineralization, and, in
prospect-scale work, to identify areas of quartz veining, alteration, silicification and sulphide outcrops that warranted additional work. Soil,
channel, adit, underground, grab and rock sampling is used to evaluate mineralization potential and generate targets for diamond drilling.
Geochemical data have been superseded by production data. Airborne and ground geophysical surveys are used to vector into mineralization and
generate targets for exploration drill programs. The exploration programs completed to date are appropriate to the style of the deposits and
prospects.
Mineralization
The Red Lake-Campbell Complex has approximate deposit dimensions of 2.2 kilometres northsouth, 3.2 kilometres eastwest, and remains
open down-dip. Mine workings extend to 2,200 metres depth, with the deepest drill intercept currently around 2,600 metre depth. Gold
mineralization in the Balmer volcanics along the foliation parallel structure referred to as the Mine Trend can be broadly subdivided into two
morphological groups, planar to curviplanar zones (zones within the high strain corridor) and plunging zones (zone located either to the hanging
wall or footwall sides of the high strain corridor).
Mineralized zones within the high strain corridor tend to be relatively lower grade disseminated mineralization, but are very continuous over
very long strike lengths. Zones outside the high strain corridor preserve more high-angle brittle structures with very high grade non-refractory
mineralization associated with silica and arsenopyrite replacement of ankerite carbonate vein systems and breccias. These zones are focused along
intersections of brittle conjugate joint systems or where brittle joint systems intersect discrete shears. These intersections of structures greatly
improve dilatant permeability in close proximity to the steeply plunging intersection, but usually have relatively short strike lengths. Alteration
around most zones consists of chlorite, biotite, silica, carbonatization and minor actinolite. Mineralization in higher grade zones is characterized
by consistent distribution of both coarse and fine flecks of native gold, fine acicular arsenopyrite and pyrrhotite. Lower grade zones are dominated
by pyrrhotite with minor arsenopyrite, with gold generally occurring as coatings or inclusions internal to the sulphide grains. Accessory
mineralization includes very minor amounts of chalcopyrite and sphalerite. The HGZ is comprised of numerous distinct lenses with the majority
of zones aligned along discrete northwesterly trending foliation parallel shears. Major structural blow-outs with associated high-grade
mineralization occur where more brittle conjugate north-south and east-west structures interest the foliation trend shears.
The old Cochenour-Willans mine contains three styles of mineralization: i) Chert/Main Sedimentary Facies (MSF), ii) North-South Veins,
and iii) Main Zone. Although gold mineralization is found in a variety of lithologies, the key to significant gold mineralization has been the
presence of intense silicification or veining (primarily quartz) and arsenophyte. The Chert and MSF styles are hosted by east-west trending
chemical sediment dominated units within basalts with strike lengths of 120 to 280 metres and up to 500 metres in vertical extent. Widths
generally average 2.5 to five metres. The NorthSouth quartzcarbonate veins (North-South Veins) occur within basalts that are near vertical
and are oriented at a strike of 340 to 360 degrees. Typically, these North-South Veins range from 1.6 to four metres in width, and are formed
within narrow shear zones within basalts. Grades tend to increase within these veins where the east-west-trending metasedimentary mineralization
is dominated by pyrrhotite and arsenopyrite with minor amounts of pyrite, sphalerite and chalcopyrite. The Main Zone is an intensively silica
replaced carbonate vein system which occurred as relatively small pods (three to six metres wide, 10 to 60 metres long and maximum height of
200 metres). It is found within basalts along an east-west oriented structure referred to as the Cochenour Thrust, in close proximity to the East Bay
Serpentinite.

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The new Upper Main Zone, located to the southwest of the Cochenour Mine, consists of numerous sub-parallel north-south-trending
sulphide replacement structures dipping at 65 to 70 degrees to the west. These structures are in close proximity to the footwall side of the Gold
Eagle Shear which forms the contact with the overlying Bruce Channel Assemblage rocks. Ore mineralization appears to be restricted to the north
side where the Cochenour Thrust structure intersects the Gold Eagle Shear, and has been delineated over 1,500 metre vertical and 800 metre strike
lengths. Ore mineralization involves strong brecciation of the host mafics and iron formations, quartz-actinolite flooding and biotite/carbonate
alteration. Sulphide mineralization is primarily pyrrhotite and pyrite with varying amounts of arsenopyrite. The mineralization is typically two to
five metres wide, but is also commonly present as a series of stacked or multiple mineralized structures.
The Western Discovery Zone is located approximately 500 metres west of the past producing Gold Eagle Mine shaft and bears similarities
to gold mineralization seen at the Gold Eagle Mine. This deposit consists of two flat lying quartz dominated veins within the McKenzie Stock
granodiorite. Mineralizatoin is predominately free gold, and the veins are oriented at 115 degrees/52 degrees south.
Drilling
Surface Drilling
Core for surface drilling is typically NQ size being 47.6 millimetre diameter. Occasionally, surface core holes are reduced from NQ to BQ
size being 36.4 millimetres if difficult drilling conditions are encountered. Underground core holes are typically NQ2 (1.99 inch diameter), BQ
(36.5 millimetres) and AQTK (30.5 millimetres) sizes. The larger diameter core is primarily used in exploration programs where drill density is
sparse and drill holes are normally greater than 300 metres in length. Underground definition and delineation drilling is AQTK wire-line (30.4
millimetre diameter) core and is based upon an approximate three to 15 metres interval spacing. Core was transferred to wooden core boxes and
the end of every run was marked with a wooden tick and the final depth of the run. Core is received at the core shack by Goldcorp personnel and
organized for placement in core racks prior to logging by geology staff. Upon arrival at the core facility, drill core is marked up by a geologist and
then geologically logged into the computer system utilizing a customized commercially available software program. All drill core data is logged
using computer codes for the various rock types, mineralization, alteration characteristics and structural/geotechnical data. The shear structures
containing the various mineralized zones are logged in detail to establish the zone width and most appropriate sampling interval. Select drill holes
are photographed and digital files are stored.
The collars of all drill holes are surveyed by transit for location, bearing and dip and tied into the mine grid using Topcons Hyper, dual
constellation, real time kinematic system, which is a differentially corrected global positioning system. The GPS unit is regularly checked for
calibration.
Down-hole surveys have been conducted in a systematic manner with a Gyroscopic survey instrument (unaffected by magnetics) used for
drill holes steeper than 70 degrees, and a Reflex Maxibor survey instrument used for drill holes with flatter dips. Reflex and Ranger electronic
compass single-shot surveys tests are used on drill holes of shorter length (~150 metres). Since 2006 down-hole surveying on both complexes
utilizes a combination of testing equipment depending on the depth of holes.
Due to the age of the operation and the time span of drilling on the Red Lake Gold Mines, there are a few drill holes where there is doubt
about the intercept location. However, statistical tests of the drill results performed to date indicate that any location errors in drill holes that
support estimation of Mineral Resources or Mineral Reserves are not material. Mining to-date has not encountered significant problems with miss
located drill intercepts and ore outlines conform well to the outlines. Goldcorp continues to re-survey holes that appear to have location or down-
hole problems; however, the deviation in the drill holes is generally small and predictable.
Core quality is very high in both the Red Lake-Campbell and Cochenour Complexes, with core recovery on average greater than 95% on all
core sizes. There are no areas where poor recovery is consistently encountered. The quantity and quality of the lithological, geotechnical, collar
and down-hole survey data collected in the exploration and infill drill programs are sufficient to support Mineral Resource estimation.

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Sampling and Analysis
Since production recommenced at the Red Lake Gold Mines in 2000, all detailed infill (definition) drilling holes are sent as whole core for
assaying. Whole core is often submitted where a deposit contains coarse gold. A certain amount of core is cut and retained. This core in recent
years has been from select deep HGZ drilling and surface drilling. Core is being split in both complexes in such a way that host rock,
veins/mineralization that are visible are and were oriented to give as best as possible equal halves. A variety of core that was drilled from various
locations from surface and underground is stored on site.
Currently, exploration drill data spacing for the Red Lake Gold Mines range from 45 metres to 100 metres. In development and stope areas,
underground drilling infills this spacing to approximately 7.5 to 15 metres by 7.5 to 15 metres. Intercept spacing is variable due to the irregular
location of drill sites and the complex distribution of the mineralized zones. In the Western Discovery Zone and the Cochenour deposit areas, the
exploration programs are currently delineating the mineralization on drill spacing of approximately 100 metres by 100 metres.
Muck and chip sampling is performed on a blast by blast basis by the production geology team, while muck sampling is done by the miner
during the mucking process. Muck samples are used to provide a general guide and back-up information for day to day operation, while test holes
are required to ascertain that no mineralization is missed in the walls of the stope. All chip samples are taken either by a geologist or an
experienced sampler. A weighted average grade is determined for each blast based on the assay results of those samples influencing the grade of
the volume blasted. These samples are most often collected at the mid-lift elevation. Occasionally, wall samples are also used to determine grade
when the geometry of the vein dictated this usage. The volume used to calculate the blast grade is the estimated volume preceding the face.
Although sampling guidelines are such that geologic boundaries are to be respected, the minimum sampling chip recommended is 0.15 metres.
Where possible, 0.6 metre channel chips are preferentially taken, in an effort to duplicate the optimized drill sample interval of 0.6 metres.
Production chip samples typically weigh about one kilogram. Samples along the chip sample string bracketing the mineralized structures are
carefully taken to assist in the modeling of mineralized structures. Computerized modeling is facilitated by snapping to the grading selvage in
contact with waste when the geologist is wire-framing a three-dimensional solid interpretation of the of an ore lens.
Muck samples are taken extensively during mining, and are collected from the majority of the ore blasts during silling and subsequent
mining. On average, at both complexes one muck sample is taken for every 20 tonnes of ore. At the Campbell Complex muck samples are used
for reconciliation whereas at the Red Lake Complex chip samples are the predominant assay type used in reconciliation.
Test-hole sampling is used at the mines as a grade control tool only. Generally, test-holes are 2.4 metres long and three samples are collected
from each. Test-hole results are used only to identify economic mineralization in the walls of drifts and stopes and are not used to estimate grade.
This information may result in further extraction, as required, to recover additionally-defined mineralization.
In the opinion of the authors of the Red Lake Report, the sampling methods are acceptable, meet industry-standard practice, and are
acceptable for Mineral Resource and Mineral Reserve estimation and mine planning purposes.
Data Verification
Validation checks are performed by operations personnel on data used to support estimation comprise checks on surveys, collar co-
ordinates, lithology data, and assay data. The database that supports Mineral Resource and Mineral Reserve estimation is validated using quality
control routines in the acQuire software program to check for gaps, overlaps and duplicate entries. The data then runs through a final check when
the logging is performed and the data is set for approval. Datamine is used as a final check to verify the location and accuracy of chip samples and
drill holes. Where errors are noted, the geologists fix the problem, prior to the database being used for estimation purposes. The process of data
verification for the Red Lake Gold Mines has been performed by external consultants and Goldcorp personnel. Goldcorp considers that a
reasonable level of verification has been completed, and that no material issues would have been left unidentified from the programs undertaken.
The authors of the Red Lake Report have reviewed the appropriate reports, and are of the opinion that the data verification programs undertaken
on the data collected from the Red Lake Gold Mines adequately support the geological interpretations, the analytical and database quality, and
therefore support the use of the data in Mineral Resource and

- 31 -

Mineral Reserve estimation, and in mine planning: no sample biases were identified from the quality assurance and quality control (QA/QC)
programs undertaken; sample data collected adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposit;
external reviews of the database have been undertaken in support of acquisitions, support of feasibility-level studies, and in support of technical
reports, producing independent assessments of the database quality. No significant problems with the database, sampling protocols, flowsheets,
check analysis program, or data storage were noted.
Security of Samples
From the Red Lake Gold Mines inception to date, Red Lake Gold Mines staff of the operator at the time were responsible for the following:
sample collection, core splitting, preparation of samples for submission to the analytical laboratory, sample storage and sample security. Staff
have been responsible for Red LakeCampbell Complex run-of mine assaying during the period 1949 to present, which was performed in the
mine site laboratories.
Red Lake and Campbell Complexes
The Campbell and Red Lake run-of-mine laboratories primarily performed day to day assays for mining operational purposes; however,
exploration core has also been processed through the laboratories. Neither laboratory has held International Organization for Standardization
(ISO) accreditation; all remaining laboratories used for Red Lake Gold Mines analytical data have held ISO certifications since 2001. From
2000 to 2010 the in-house laboratory at the Campbell Complex has typically processed definition core and performed day to day assays.
Exploration core for the Campbell Complex has been processed by offsite laboratories since 2002 to 2003.

Cochenour Complex
Samples from the drill programs completed by Goldcorp at the Cochenour Complex were submitted primarily to Accurassay in Thunder
Bay. Actlabs and ALS Chemex acted as check laboratories. With the daily importing of digital assay certificates, data entry personnel identify and
resolve problems as necessary including reruns of the batches. Yearly, quarterly QA/QC statistics with charts have been created for a standard
review of the laboratory. The sample prep and analysis for all samples is carried out the same, for all laboratories in use. Sample preparation for
exploration and run-of-mine samples consists of drying as required, crushing, and selection of a sub-split which is then pulverized to produce a
pulp sample sufficient for analytical purposes. In all cases, production samples and drill core are kept separate in the mine site laboratories to
reduce the risk of contamination. Samples are

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Lab Name
Year
Types of samples
Percentage of Samples
From To 2010 2011 2012
Three

Year
Total
Accurassay Laboratories Ltd. 2008 Present All surface core and some exploration 32.7 24.2 35.8 31.4
Activation Laboratories Ltd. 2009 2012 Some exploration samples 0.2 1.9 9.1 4.3
ALS Chemex 1996 2008 Exploration and surface samples 3.8
Campbell Lab

1949

Present

Campbell Complex Mine production samples and
most definition
46.5

43.9

31.9

39.8
Goldcorp Lab 1949 1996 Mine production samples and all core
SGS Canada Inc.

1996

Present

Red Lake Complex Mine production samples and
some exploration and definition samples
20.6

30

23.3

24.5
TSL Laboratories 2000 2005 Exploration samples
typically analyzed using fire assay with a gravimetric or atomic absorption finish, depending on the anticipated grade of the sample. In 2010,
selected exploration drill core samples were submitted for inductively-coupled plasma analysis as well as the regular FAAA/GRAVanalysis. A
certain percentage of the Red Lake Gold Mines samples were also selected for pulp metallic analysis. At least five percent of the total sample
volume submitted for assay as QA/QC samples. One blank or standard reference material (SRM) sample is inserted in every twenty to twenty-
five samples. The geologist specifies whether a blank or SRM is to be used together with the required SRM range grade range.
When a QA/QC sample fails, a re-run of the batch may be requested. At times, ten samples before the QA/QC sample and ten samples after
the QA/QC are sent for re-runs. Once assays are imported into the database the qualified geologists review the assay values and may also request
reruns of specific samples if the result is not what was estimated. Goldcorp personnel regularly conduct visits to the various laboratories to
conduct a mini-audit where employees are observed to ensure that laboratory policies and procedures are being followed. Equipment is also
inspected to ensure they are maintained, in good working order and any issues are brought to the attention of the manager. Daily QA/QC is done
to ensure the assays being imported into the database are correct. Mine and exploration geologists are required to review the assays and approve or
reject them if deemed necessary. Charts and data are examined and reruns are requested where necessary. Bi-weekly reports hi-lighting
differences between the estimated grade of samples logged and the actual result are sent to each geologist to review the assays pertaining to their
drill program or production sampling, ensure they are acceptable, approve or reject, and if needed, request reruns from the laboratories. Check
samples were selected from the labs and sent to a different laboratory for further analysis.
Drill core sample security is maintained at Red Lake-Campbell Complex and Cochenour Complex through supervision of transport of the
core from the underground/surface drill or sample site, through to the logging facility and to the in-house or external assay laboratories. Chain-of-
custody procedures consist of filling out sample submittal forms that are sent to the laboratory with sample shipments to make certain that all
samples are received by the laboratory. Assay pulps and crushed reject material are returned to the geology department, and stored on site. Drill
core is stored in wooden core boxes on steel racks in the buildings adjacent to the core logging and cutting facilities. The core boxes are racked in
numerical sequence by drill hole number and depth.
The authors of the Red Lake Report are of the opinion that the quality of the gold analytical data are sufficiently reliable to support Mineral
Resource and Mineral Reserve estimation and that sample preparation, analysis, and security are generally performed in accordance with
exploration best practices and industry standards.
Mineral Reserve and Mineral Resource Estimates
The following table sets forth the estimated Mineral Reserves for Red Lake Gold Mines as of December 31, 2012:
Proven and Probable Mineral Reserves


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Category Tonnes Grade Contained Metal
(millions) (grams per tonne) (millions of ounces)
Proven 2.00 11.85 0.76
Probable 8.49 9.04 2.47
Proven + Probable 10.48 9.57 3.23

(1) The Mineral Reserves for Red Lake Gold Mines set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.
(2) Based on a gold price of $1,350 per ounce, an exchange rate of C$1.05 and using an economic function that includes variable operations
costs and metallurgical recoveries.
(3) The estimated metallurgical recovery rate is 96.5% for the operation as a whole.
(4) Global cut off grade of 6.39 grams per tonne (0.186 ounces per ton) and marginal cut off grade of 4.03 grams per tonne (0.117 ounces per
ton) used as economic indicators only.
(5) Numbers may not add up due to rounding.
(6) To date, no Mineral Reserves have been prepared or disclosed for the Cochenour Deposit.
(1)(2)(3)(4)(5) (6)
The following table sets forth the estimated Mineral Resources for Red Lake Gold Mines as of December 31, 2012:
Measured and Indicated Mineral Resources
(excluding Proven and Probable Mineral Reserves)

Environmental, permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints have been taken into
account. The Mineral Reserves are acceptable to support mine planning. Areas of uncertainty that may materially impact the Mineral Resource
and Mineral Reserve estimates include: commodity, operating and capital assumptions used; rock mechanics (geotechnical) constraints; constant
underground access to all working areas; metal recovery assumptions used.
Mining Operations
Red Lake Gold Mines consists of a single underground operating mine (Red Lake and Campbell Complexes) and an advanced underground
exploration program (Cochenour). Mining consists of: longhole and mechanized underhand or overhand cut and fill techniques and development
mining methods. In 2013, Red Lake Gold Mines expects to produce 2,586 tonnes per day from which 58% will be provided by the Campbell
Complex and the remaining 42% from the Red Lake Complex. Production forecasts are achievable with the current equipment and plant,
replacements have been acceptably scheduled. Goldcorp has developed a series of management programs for environmental activities, tailings
management and occupational health and safety that enable the company to reach its commitments.The financial analysis is based on a pre-tax
model. There are currently no royalties payable on the Red Lake Gold Mines for the current operations. The predicted mine life of eight years
from the date of the Red Lake Report is achievable based on the projected annual production rate and the Mineral Reserves estimated.
As any typical underground mine, the quantification of Mineral Reserves is limited by the ability to define ore zones in advance of mining.
Red Lake Gold Mines, for example, has been a producing operation for more than 60 years and has never had more than eight to ten years of
Mineral Reserves at any time throughout that period. Deliberate efforts to install exploration drifts in strategic locations of the mines have allowed
for the routine exploration of various ore bodies as the mine progresses. Goldcorp considers that with additional drilling, and taking into the
known depth extensions and offsets of current ore zones, there is good potential that the mine life can be extended beyond 2018.
Exploration and Development

- 34 -
Deposit Category Tonnes Grade Contained Metal
(millions) (grams per tonne) (millions of ounces)
Measured 1.47 18.36 0.87
Red Lake Gold Mines Indicated 3.22 14.07 1.46
Measured + Indicated 4.69 15.41 2.32
Inferred 3.19 16.11 1.65
Measured
Cochenour Deposit Indicated
Measured + Indicated
Inferred 9.05 11.18 3.25

(1) The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the table above have been reviewed and approved by
Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.
(2) Based on a gold price of $1,500 per ounce and an exchange rate of C$1.00.
(3) Mineral Resources are reported using variable cut-off grades depending on the mineralization type and zone. The in situ block model has
been diluted to minimum horizontal widths of 1.83 metres (six feet).
(4) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral
Reserves and do not have demonstrated economic viability.
(5) The Inferred Mineral Resources for the Cochenour Deposit are calculated using a top cap grade of 70 to 200 grams per tonne gold
depending on the geology and a lower cut-off of 3.5 grams per tonne gold.
(6) Numbers may not add up due to rounding.
(1)(2)(3)(4)(6)
(5)
Cochenour shaft expansion, the Red Lake/Cochenour drifts and the Red Lake 42-47 Bore hole hoist are three intensive capital projects
currently ongoing to provide access to the Cochenour and Red Lake ore bodies at depth.
The horizontal development is planned for both the Red Lake and Campbell Complexes at 14 metres per kilo-tonne of ore with an additional
one metre per kilo-tonne of vertical development. By the end of 2012, the Red Lake 42-47 Bore hole hoist advanced to 25% completion. The
project is expected to be completed by the end of the third quarter of 2014.
Construction of the 5-kilometre haulage drift to connect the Cochenour shaft with the Red Lake Complex on the 5,400 foot level has
advanced to a completion level of more than 66% at the end of 2012. Two drills continue to test the exploration potential of this underexplored
area. A two-kilometre section of the track was laid from the shaft station. Upon completion, the drift will enable ore from the Cochenour Deposit
to be hauled directly to the Red Lake Complex for processing at the existing mill facilities. The drift will also allow the development of
significantly more drill stations, thus further accelerating exploration.
The sinking of the Cochenour shaft continues to progress. At the end of 2012, the shaft had been widened to a depth of 531 metres. During
2012, surface exploration drilling continued at Cochenour to expand and infill the current Mineral Resource at Cochenour. In 2011, exploration
and development work continued to advance the Upper Red Lake Complex, the Far East Zone and the Footwall Zones into sustained production
as alternate sources of ore and to complement the fill the mills program and provide flexibility.
Recent drilling of the HGZ has identified the continuation of the High Grade Zone below the 52 level. Drilling during 2012 resulted in the
discovery of the NXT zone adjacent to the High Grade Zone. Drills continue to define and extend this zone between 48 and 57 levels, with the
objective of identifying the up-plunge extents.

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LONORE PROJECT, CANADA
The lonore Project is indirectly wholly-owned by Goldcorp. The lonore Project, located in northern Quebec, is one of Goldcorps
significant projects in its development pipeline and a key component of its next generation of growth projects. On target for first production in
2014, development is proceeding on schedule.
Carl Michaud, Eng., Chief Engineer, lonore Project, Andy Fortin, Eng., Manager, Process and Surface Operations, lonore Project,
Jacques Simoneau, P.Geo., formerly Director, Exploration, lonore Project, Eric Chen, P.Geo., Superintendant of Long Range Planning &
Modelling, Peasquito Mine (then, Manager of Mineral Resources, Goldcorp) and Maryse Belanger, P. Geo., Senior Vice President, Technical
Services, Goldcorp prepared a technical report in accordance with NI 43-101 entitled lonore Gold Project, Quebec, Canada, NI 43-101
Technical Report (the lonore Report) that has an effective date of January 26, 2012. Carl Michaud, Andy Fortin, Jacques Simoneau, Eric
Chen and Maryse Belanger are each qualified persons under NI 43-101. The following description of the lonore Project has been summarized,
in part, from the lonore Report and readers should consult the lonore Report to obtain further particulars regarding the lonore Project. The
lonore Report is available for review under Goldcorps profile on SEDAR at www.sedar.com .
All scientific and technical information in this summary relating to any updates to the lonore Project since the date of the lonore
Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the lonore Report.
All Mineral Reserve and Mineral Resources estimates included in the following section have been reviewed and approved by Maryse
Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.
Project Description and Location
The lonore Project is located in the Lake Ell area, in the northeastern part of the Opinaca reservoir of the James Bay region, in the
Province of Quebec, Canada. The lonore Project is located approximately 350 kilometres north of the towns of Matagami and Chibougamau,
and 825 kilometres north of Montreal. The lonore Project comprises 369 contiguous claims totalling 19,188 hectares. The claims are 100%
owned by Opinaca. A block of four claims totalling 208 hectares located in the central area of the property was purchased in 2011 by Goldcorp
through an agreement with Wemindji Exploration, and are 100% owned by Opinaca. The lonore Project hosts the Roberto gold deposit, which
consists of the Roberto, East Roberto, and Zone du Lac lenses. The Roberto deposit is located under the Opinaca reservoir. Claims are map-staked
and not surveyed on the ground and are valid for a two year period and can be renewed every two years. In order to maintain tenure, an
exploration work equivalent ranging from $135 to $2,500 per claim is required depending on the number of renewals previously granted.
The lonore Project is located entirely in Cree territory, or Eeyou Istchee, on Category III lands belonging to the Quebec government and
subject to the Convention for the James Bay and Northern Quebec Agreement. Surface leases were obtained from the Department of Natural
Resources and Wildlife for all infrastructure planned for the lonore Project.
A royalty payable on production from the lonore Project to Virginia Gold Mines Inc. (Virginia) is set at 2.20% on the first three million
ounces of gold, and increases by 0.25% per million ounces thereafter, up to a maximum of 3.5%. The royalty payable in each period is adjusted up
or down by an amount ranging between zero and 10%, depending on the gold price in effect during that period. Advanced payment of royalties of
US$100,000 per month commenced April 1, 2009. An annual payment is required to be made to the Cree Nation under the Cree Collaboration
Agreement.
An environmental impact and social assessment has been carried out, subject to consultation with local communications and a Certificate of
Authorization was obtained in November, 2011. All necessary permits and approvals have been obtained to proceed with all planned construction
activities.
Permits obtained by the company to explore and undertake project development are sufficient to ensure that activities are conducted within
the regulatory framework required by the local, Provincial and Federal governments.

- 36 -
Additional approvals will be required, including a mining lease from the Ministry of Natural Resources and Wildlife, which is currently being
processed. It is expected by mid-2013 and is required to start production activities late in 2014.
In the opinion of the authors of the lonore Report, there are no pre-existing surface rights which are in conflict with the development of
the project.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
The closest towns to the lonore Project are Matagami and Chibougamau which are both located approximately 350 kilometres to the
south. Currently, there is a permanent two-lane road access to the lonore property. It is 95% completed and fully operational year round. The
road has been designated Type 2 by the Province meaning it is a local access road with permanent residents along the road. Workers are mobilized
on site via a year round air strip located approximately 1.5 kilometres north of the camp.
The lonore Project area is characterized by cold winters and short, cool, summers. Precipitation varies throughout the year, reaching an
average of two metres annually. Exploration activities are currently conducted year-round, but can be temporarily halted during spring thaw and
fall freeze-up. Mining activities are expected to be conducted year-round.
The James Bay region is surrounded by extensive hydroelectric facilities and associated infrastructure, the closest of which are the Sarcelle
hydro electric facility located 40 kilometres due west of the lonore Project on the Opinaca reservoir and the Eastmain Dam located
70 kilometres to the south. The new main 120/25 kilovolt substation was designed taking into consideration redundancy, labour and transport
costs, as well as geographical localisation and life expectancy (15 to 25 years). This substation has been built as planned and is fully functional
and provides 120 kilovolts of hydro power to the site to support mine site development and construction. A waste rock pad, with a volume of
330,000 cubic metres, is built for stockpiling rocks during the excavation of the exploration infrastructures (exploration shaft and ramp). Another
pad of 150,000 cubic metres was built in 2012 and another one with a capacity of 100,000 cubic metres will be constructed in 2013 in order to
support underground development activities. The tailings area will be fully lined and the filtered tailings will be trucked five kilometres to the
tailings area of 80 hectares. The tailings design envisages storage capacity of 26 million tonnes, which is sufficient for the current life-of-mine.
The physiography of the region is typical of the Canadian Shield and includes many lakes, swamps and rivers. Outcrop is limited, due to the
presence of the swamps and overlying glacial deposits. The area is characterized by a gently undulating peneplain relief. The elevation of the few
hills of this rolling landscape varies between 215 metres and a maximum of 300 metres above sea level. The area is drained by Lake Ell, which is
itself part of the Opinaca reservoir. Vegetation is typical of taiga and includes sparse spruce forests separated by large swampy areas devoid of
trees.
History
The first recorded exploration in the lonore Project area was by Noranda Inc. (Noranda), in 1964. Noranda identified a copper showing
located within the Ell Lake diorite intrusion. In 2001, Virginia completed regional reconnaissance grab and channel sampling around Norandas
Ell Lake copper showing; this work identified a number of new showings. A series of mineralization corridors consisting of stockworked gold and
chalcopyrite-bearing quartz veinlets were outlined within dioritic to tonalitic intrusions. In addition, a number of mineralized and partially-
rounded erratic blocks, located about 300 metres from the mineralized corridors, returned significantly elevated copper, gold, and silver values.
Ground magnetic and inverse polarization/resistivity geophysical surveys were completed in 2002 and resulted in the discovery of several
new gold-copper-silver occurrences in the diorite intrusion. During the program, an intensely-altered boulder of quartzo-feldspathic
metasediments with disseminated arsenopyrite and pyrrhotite was identified. Subsequent investigation of this boulder and the glacial train in the
area indicated that the source area was located a few kilometres to the northeast along the contact zone between the diorite intrusion and a cluster
of quartzo-feldspathic sediments lying directly north of the intrusion. Additional ground geophysical surveys, including

- 37 -
IP/resistivity, magnetics and Hummingbird electromagnetic were performed from 2003 to 2004. A soil geochemical Modified Mercalli Intensities
survey was also conducted.
In late 2003, prospecting and reconnaissance mapping were completed ahead of mechanical trenching. The trenches were excavated to test
geological, geophysical, and geochemical targets. Grab and channel sampling of the trenches indicated anomalous gold values of over one gram
per tonne. The program also identified additional gold occurrences in the diorite intrusion in the southwest portion of the grid.
A helicopter-borne, detailed magnetic survey was carried out in early February 2004 over the northern half of the Ell Lake intrusion and the
cluster of metasediments lying to the north.
From June to August 2004, additional trenching was performed on the Roberto zone. Virginia commenced core drilling in September 2005
and by November 2005 a total of 247 core holes had been drilled, 170 of which were on the lonore Project. Drilling completed by Virginia
successfully extended the mineralization found at surface to a depth of 800 metres below surface. It also extended the mineralization beyond the
Roberto Peninsula into the James Bay area and on the North shore of the Ell Lake as well as to the south. In January 2005, Virginia carried out an
IP survey that covered a total of 226.3 line kilometres on the northeastern side of the Ell Lake. The survey was performed by Geosig Inc. Also in
2005, a large B-horizon survey encompassing a portion of the property was completed. A total of 1,244 samples were taken at a spacing of 50
metres along lines spaced between 500 metres and 1,000 metres.
In 2006 a helicopter-borne magnetometer and electromagnetic VTEM survey (time domain) with an in-loop configuration was flown over
the entire lonore Project. The survey was conducted by Geotech Ltd. and totalled 3,123.5 line kilometres. Line spacing was 75 metres and the
survey was oriented at 360 degrees north. A more detailed survey was conducted over the Roberto deposit area with line spacing of 50 metres,
which was oriented at 90 degrees north. The anomalies located inside the reservoir are large weak conductors and are interpreted to be related to
the strong concentration of conductive superficial sediments found in the reservoir. The long anomalies located to the east of Roberto are
interpreted to be caused by sediments, such as iron formation and or argilitic sequences that have significant sulphide concentrations. Some of the
exploration drilling has targeted some of the sediment-hosted anomalies and results indicate that they do not carry significant gold mineralization.
An in-principle agreement to acquire the lonore Project was reached between Goldcorp and Virginia in November 2005 followed by a
buyout offer shortly after. Goldcorp took control of the lonore Project on March 31, 2006. Since acquisition, the Corporation has performed till
sampling, lake-bottom sediment sampling, surface mapping and trenching, additional core drilling, Mineral Resource estimation and geological
modeling.
Mine construction activities are underway including designs for the paste backfill plant foundations, industrial water treatment plant, and
other infrastructure. Additional geotechnical work for the concentrator area and some test work for paste were also completed in 2012.
Foundations and steel erection have been initiated at the concentrator area while construction of the tailings management facility continued to
progress with 60% of the waste rock management area completed. 60 new rooms of the permanent camp have been completed and the remaining
units of the 400 man camp will be delivered in the first quarter of 2013 and will be used to support on-going construction activities. The portable
water network has been completed and upgrades were made to the airport taxiway in preparation for increased traffic. Engineering, procurement
and construction management has reached a cumulative progress of approximately 44%.

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Geological Setting
The Roberto deposit is located in Archaean rocks of the Superior Province of Canada in the transition zone between the Opinaca Sub-
province and the La Grande Sub-province. The contact between the two sub-provinces is not well known and generally corresponds to regional
scale deformation zones and a sharp change in the metamorphic gradient. In some areas, the contact is masked by late intrusions of one or the
other sub-province.
The Opinaca Sub-province basin is a sedimentary basin dominated by migmatized paragneisses and diatexites from the Laguiche Complex
and intruded by syn to post-tectonic tonalite, granodiorite, granite and pegmatite intrusions from the Janin and Boyd instrusive suites. The
metamorphic grade increases from amphibolites facies near the margins to granulite facies toward the center of the basin. The paragneisses are
strongly metamorphosed and folded rocks which retained few of their original structures.
The S-shaped La Grande Sub-province surrounds the Opinaca Sub-province on its west and north sides, spanning a distance of 450
kilometres in the east-west direction and of 250 kilometres in the north-south direction. The La Grande Sub-Province is an assemblage of volcano-
plutonic rocks composed of 85% intrusive rocks and 15% volcano-sedimentary units, the latest forming the volcanosedimentary units of the La
Grande River and Eastmain River green belts. These assemblages overlay an older tonalitic basement. Metamorphic grade increases from the
greenschist facies to the amphibolites facies toward the contact with the Opinaca Sub-Province. The lonore Project is overlain by rocks of the
Eastmain Group of the La Grande Sub-province. At its base the Eastmain Group consists of the Bernou and Kasak Formations, which are
composed of basalts and intermediate to felsic tuff.
Regional faults are mainly present in the La Grande Sub-province and are oriented northsouth, eastwest, northwestsoutheast, and
northwestsoutheast. In outcrop, the faults can be recognized by either a strong tectonic banding or by the presence of intense shear zones with
mylonitization. In the Opinaca Sub-province, faults and shear zones are mainly located along fold limbs.
The lonore Project straddles the contact between the Opinaca and the La Grande Sub-provinces. The contact is located in the northeast
corner of the property along a northwesterly trend that is defined by a strong shear zone, a change in the magnetic grain, and an increase in the
metamorphic gradient. The lonore Project is hosted in Achaean-age rocks of a volcano-sedimentary greenstone belt developed near the contact
between the Opinaca and La Grande Sub-provinces of the Superior Province. Rock units from the Opinaca Sub-province make up the northeastern
corner of the lonore Project area. Lithologies are dominated by granite, granodiorites and heterogeneous assemblages of pegmatites, tonalites
and granites from the Janin Intrusive Suite intermixed with partially migmatized paragneiss from the Laguiche Complex. The structural grain is
oriented in a northwesterly direction evolving to an eastwest grain toward the east part of the lonore Project area.
Exploration
Virginia performed several mapping and sampling programs from 2001 to 2005. Systematic sampling and detailed mapping in 2002 near the
Ell Lake showing led to the discovery of a sulphide-bearing quartzo-feldspathic metasedimentary boulder that returned high gold values on assay.
Prospecting and reconnaissance mapping successfully exposed surface outcrops of alteration zones and gold mineralization.
Since the acquisition of the lonore Project, Goldcorp has performed additional geological mapping, core drilling, metallurgical testwork,
Mineral Resource and Mineral Reserve estimates, baseline environmental, geotechnical and hydrological studies, geophysics and geochemistry
surveys and has completed a pre-feasibility study on the lonore Project. The coordinate system used for all of the exploration, drilling and
support of Mineral Resource and Mineral Reserve data is the Universal Transverse Mercator coordinate system using the North American datum
of 1983.
From the summer of 2006 to 2011, small mapping and sampling programs have been carried out by Goldcorp at 1:20,000 scale in various
areas of the lonore Project. During such period, over 1,000 outcrops have been visited and sampled by Goldcorp geologists. A till sampling
survey was completed under the supervision of Rmi Charbonneau of Inlandsis during the summer of 2008, covering the lonore Project and
consisted of a total of 496 samples collected at 100 metres to 200 metre spacing along lines distributed at every one to 1.5 kilometres. The
program outlined six exploration targets, named Sectors A to H. The highest priority targets are considered to be

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Sector A, which is up-ice from the Roberto deposit, and Sector B, which has two distinct dispersal trains. Sector E is the third-ranked target,
located five kilometres down-ice from the Roberto deposit, where the till sampling suggests the potential of gold mineralization due to the
abundance of pristine-shaped visible gold grains, counts of five to 20 scheelite grains, high-grade gold results and associated Sb, Sn and Cu
anomalies.
A surface IP survey was conducted totaling approximately 21.3 kilometres between 2007 and 2008 on the Roberto deposit area. TMC
Geophysique from Val dOr completed six lines for 5.7 kilometres in 2007 and the survey was completed in 2008 by Geosig Inc. of Quebec,
which completed 12 lines for 15.6 kilometres. The survey was successful in identifying anomalies related to the Roberto mineralization and the
pole-dipole configuration with 50 metre spaced electrodes is the recommended configuration for the area.
A lake-bottom sediment sampling survey was completed over the northern portion of the Opinaca reservoir during the summer of 2010. A
total of 653 samples collected with a 75 metre to 100 metre spacing along north-south lines distributed every 200 metres to 300 metres. The
samples were submitted to multi-element analysis by Metal Mobile Ion partial dissolution, followed by sensitive ICP-MS determination. The
survey revealed three sectors of interest including Southeast Roberto, Old Camp and North sector.
The main focus of the exploration activities on the lonore Project have been focus on advancing the Roberto deposit to development, and
therefore the lonore concession has not been subject to significant exploration work in the last five years. However, high-quality exploration
targets exists, near the Roberto deposit and also on other parts of the concession and warrants further investigation.
The authors of the lonore Report are of the opinion that the exploration programs completed to date are appropriate to the style of the
deposits and prospects within the lonore Project. The exploration and research work supports the genetic and affinity interpretations.
Mineralization
The Roberto deposit is a clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic setting. It is an atypical deposit that
displays some of the characteristics associated with the Greenstone-hosted quartz-carbonate vein deposits of the Geological Survey of Canada.
The La Grande Sub-Province rock units make up most of the lonore Project area west of the contact and host the Roberto deposit.
Lithologies are dominated by metasedimentary units of the Low Formation and include conglomerates, greywackes, arenites and cherts.
Discordantly overlying the Low Formation are basalts and intermediate to felsic tuff units of the Kasak Formation. These units are folded in a
large northeast-trending 10 kilometre long open F1 fold. The ten kilometre long Ell Lake diorite intrusion occupies the center of the lonore
Project, more or less along the center of the large fold structure. The Roberto deposit is hosted in polydeformed greywacke units in contact with
aluminosilicate-bearing greywacke and thin conglomerate units. The 1.9 kilometre long crescent shape of the deposit is the result of F2 folding.
Mineralization has been intersected to date to 1,400 metre vertical depth. Gold-bearing zones are generally five to six metres in true
thicknesses, varying from two metres to more than 20 metres locally. The mineralized zones are folded with increased thicknesses in the hinge of
the folds while limbs are fairly straight and continuous. All zones are still open at depth. The numerous sub-parallel mineralized zones are
characterized by gold-bearing quartzdravitearsenopyrite veinlets, contained within quartzmicroclinebiotitedravitearsenopyritepyrrhotite
auriferous replacement zones. The mineralized zones are visually recognizable. They are light to dark brown in colour due to microcline and
tourmaline alterations, with generally abundant sulphide concentration. These darker colours differentiate the mineralized zones because the wall
rocks are usually light to medium-grey and have a low sulphide content. Sulphide concentrations within the auriferous zones vary from two
percent to five percent, with the main sulphides being arsenopyrite, pyrrhotite and pyrite. Relationships between the nearby diorite and pegmatite
intrusions and the gold mineralization event are still unknown.

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Drilling
From 2001 to December 31, 2012, approximately 414,976 metres have been drilled in 1,094 surface core holes on the property. Of these
drill holes 348 (104,532 metres) were completed by Virginia and 746 (310,944 metres) by Goldcorp. All core diamond drilling completed on the
property consists of wireline diamond drilling recovering NQ size (47.6 millimetres) drill core.
Drilling has been conducted over the Roberto deposit on a 1,500 metre by 1,500 metre area. The drilling pattern was designed to sample the
deposit orthogonally to the interpreted strike and dip of the gold mineralization. The majority of the core holes were drilled with an inclination
varying between negative 45 degrees to negative 63 degrees. Because of the irregular shape of the deposit at surface, core holes and drill sections
are oriented from east to west direction in the Main and Bay areas, southwest to northsouth in the southern limb area, and eastwest to north
south in the northern limb area. All core holes were drilled from surface on sections spaced approximately 25 metres apart in most parts of the
deposit. Drill hole spacing of 25 metres by 25 metres is over the bulk of the ore-body to a depth of approximately 250 metres below surface.
Between 250 metres and 700 metres below surface, borehole spacing is increased to roughly 50 metres by 50 metres. Below 700 metres, down to
approximately 1,000 metres, a borehole spacing of 100 metres by 100 metres is usually implemented.
True thickness interval lengths are defined as being perpendicular to the strike and dip of the mineralization at the point of bore hole
intersection. It is the shortest distance between the hanging wall and the footwall points of intersection of the bore hole with respect to the strike
and dip of the mineralization. Due to the irregular shape of the ore body, there is no predetermined angle for this.
The location of proposed drill hole collars is assessed using a Trimble GPS and marked with a picket. Front sights are implanted at 15
metres, 30 metres and 55 metres with the GPS and double-checked with a compass. Drilling is visually aligned using the front sights. Upon
completion of the final collar survey, the planned collar coordinates and the surveyed collar coordinates are compared and any discrepancies
investigated.
Down-hole surveys were carried out by the drill contractor for dip and deviation using a FlexIt instrument. During drilling, a single-shot test
is taken approximately 15 metres past the casing to determine the initial drill orientation. Following this, single-shot tests are taken roughly every
60 to 100 metres at the end of drilling shifts. Although this instrument is subject to effects of magnetism in surrounding rock types, rocks
underlying the Roberto deposit are very weakly magnetic.
Standardized logging forms and geological legends were developed for the lonore Project. Geotechnical logs were completed in sequence
prior to the geological logging. Geological logging used standard procedures and collected information on mineralization, lithic breaks, alteration
boundaries, and major structures. Drill cores are placed into wooden core boxes at the drill site. Drill core is retrieved from each drill site by
Goldcorp employees or the drill contractor personnel at the end of every shift. All drill core is photographed. Core recovery is acceptable for all
drill programs, and averages about 95% over the life of the lonore Project. Upon completion, drill hole collars were surveyed using a
differential GPS instrument by a registered surveyor.
Drill data are typically verified prior to Mineral Resource and Mineral Reserve estimation, by running a software program check. Sample
intervals were determined by the geological relationships observed in the core and vary between 0.3 metres and 1.25 metres. An attempt was made
to terminate sample intervals at lithological and mineralization boundaries.

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Sampling and Analysis
Exploration and infill core samples have been analysed by a number of independent laboratories using industry-standard methods for gold
analysis. Since January 2007, ALS Chemex in Val dor in Quebec, has been the primary laboratory, and holds ISO 17025 and 9001/2008
certifications. Metallurgical testwork has been completed at a number of laboratories, but was primarily performed by SGS. Sample preparation
for samples that support Mineral Resource estimation has followed a similar procedure for all Virginia and Corporation drill programs. The
preparation procedure is in line with industry-standard methods for clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic
setting.
Since mid 2007, drill cores are systematically sampled from top to bottom. Sampling is designed to reflect the general geology, all
significant alterations and significant mineralization found on the property. Sample lengths vary between 0.3 metres and 1.5 metres. Collecting of
specific gravity data was initiated after the project acquisition by the Corporation and was performed by Corporation personnel. Core samples of
about ten centimetres in length are measured, weighed dry and then wet and the specific gravity of the sample calculated. The specific gravity
database contains 11,923 specific gravity results that were determined on core samples. A specific gravity of 2.77 was used for all veins. The
specific gravity database is currently sufficient to provide a reliable assessment of the variability of the specific gravity across the gold deposit and
across the various rock types.
Samples are dried and crushed to better than 70% to 90% passing two millimetres. A split of the crushed material is then pulverized to 85%
passing 75 nanometres. Gold assays were determined on a 50 gram sample using fire analysis followed by an atomic absorption spectroscopy
(AAS) finish. For assay results equal or above three grams of gold per tonne, samples are re-assayed with a gravimetric finish. ALS Chemex
reports an upper limit of ten grams of gold per tonne and a detection limit of 0.01 grams per tonne for AAS analyses. No other elements are
routinely assayed for. Sample data collected adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposits.
Exploration and infill core samples were analysed by independent laboratories using industry-standard methods for gold analysis. Virginia
and the Corporation maintained a QA/QC program for the lonore Project. This comprised submission of analytical SRMs, duplicate and blank
samples. QA/QC submission rates meet industry-accepted standards of insertion rates. No material sample biases were identified from the QA/QC
programs. The QA/QC program results do not indicate any problems with the analytical programs, therefore the gold analyses from the core
drilling are suitable for inclusion in Mineral Resource and Mineral Reserve estimation.
Data that were collected were subject to validation, using in-built program triggers that automatically checked data on upload to the
database. Verification is performed on all digitally-collected data on upload to the main database, and includes checks on surveys, collar co-
ordinates, lithology data, and assay data. The checks are appropriate, and consistent with industry standards. Independent data audits have been
conducted, and indicate that the sample collection and database entry procedures are acceptable.
Various external consultants and Goldcorp staff have engaged in data verification. The authors of the lonore Report consider that a
reasonable level of verification has been completed by external consultants and dedicated database management staff, and that no material issues
would have been left unidentified from the verification programs undertaken. The authors of the lonore Report have reviewed the appropriate
reports, and are of the opinion that the data verification programs undertaken on the data collected from the lonore Project adequately support
the geological interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral
Reserve estimation.
Security of Samples
From the moment the core boxes are delivered to the core logging facility by the drilling contractor and up to their delivery to the laboratory,
the samples remain in the custody of personnel under the direct supervision of Corporation personnel.

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Sample shipping procedures changed slightly in January 2007, when a decision was made to increase the batch size from 24 to 50 samples.
The individual plastic sample bags are sealed at the sampling facility with a stapler. The samples are bagged in sequence, in groups of five and
inserted into rice bags. A batch is made up of 50 samples, or ten rice bags. A group of six batches is assembled on a pallet for shipment for a total
of 300 samples. A sample shipping form, with a unique identification number, detailing the contents of each batch is filled out by the core
sampler. It is verified by the senior technician and entered in the acQuire logging database. The pallet is then wrapped with plastic and identified
with the shipment number. Once ready to be expedited, it is moved to the helicopter pad and transported to the Sarcelle depot where it is stored
inside a locked container.
Once or twice a week, the samples are transported directly to the laboratory in Val dOr in a locked truck with drivers employed by the
Corporation. The sample shipment form follows the shipment at all times and the transportation waybill is signed by the laboratory supervisor. A
copy of the waybill is returned to the site and filed.
Sample security has relied upon the fact that the samples were always attended or locked in the logging facility. Chain-of-custody
procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples
were received by the laboratory. Current sample storage procedures and storage areas are consistent with industry standards.
Mineral Reserve and Mineral Resource Estimates
The following table sets forth the estimated Mineral Reserves for the lonore Project as of December 31, 2012:
Proven and Probable Mineral Reserves

The following table sets forth the estimated Mineral Resources for the lonore Project as of December 31, 2012:
Measured and Indicated Mineral Resources
(excluding Proven and Probable Mineral Reserves)


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Category Tonnes Grade Contained Metal
(millions) (grams per tonne) (millions of ounces)
Proven
Probable 12.48 7.56 3.03
Proven + Probable 12.48 7.56 3.03

(1) The Mineral Reserves for the lonore Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.
(2) Based on a gold price of US$1,200 per ounce and an exchange rate of C$/US$1.10. These assume processing costs of $32.29 per tonne
mining operating costs of $52.75 per tonne, site services costs of $10.06 per tonne and general and administrative costs of $18.39 per tonne,
for a total life-of-mine estimated operating cost of $113.49 per tonne, and a life-of-mine average metallurgical recovery of 93% to 93.5%.
(3) Global cut off grade of 3.0 grams per tonne.
(4) Numbers may not add up due to rounding.
(5) Factors that can affect the Mineral Reserve estimates are: (i) more water infiltration from the surface than expected; (ii) in situ stress in the
rock; (iii) rockburst; (iv) deviations in the drill holes necessary to support production may cause more dilution; (v) paste backfill strength;
and (vi) changes in commodity price and exchange rate assumptions.
Category Tonnes Grade Contained Metal
(millions) (grams per tonne) (millions of ounces)
Measured 0.14 10.01 0.04
Indicated 1.23 11.05 0.44
Measured + Indicated 1.36 10.95 0.48
Inferred 12.25 10.60 4.17

(1) The Mineral Resources for the lonore Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the CIM Standards.
(1)(2)(3)(4) (5)
(1)(2)(3)(4) (5)
Mining Operations
The selected mining method will consist of long-hole stoping (down-hole drilling) on longitudinal retreat with consolidated backfill.
However, there may be scope during operations for transverse stoping to be used where mineralization widens. For mine scheduling purposes, the
vertical extent of the ore-body was subdivided into two parts: the upper part of the ore-body located between 55 metres and 650 metres below
surface, and the lower part of the ore-body located between 650 metres and 1,130 metres below the surface. Dividing the ore-body into two parts
was designed to accelerate the production start-up. Initial production will be at the nominal rate of 3,500 tonnes per day of ore, with two mining
fronts on the 500 and 650 Levels. Subsequently, the 350, 860 and 1,040 Levels will be put into production. Underground drilling started in late
2012 and included 15,426 metres drilled from both the 650 metre level and the exploration ramp. Studies to increase the production rate will be
conducted as more drilling information becomes available. Based on the current Mineral Reserves, the planned operation has a ten year mine life.
One shaft and one surface ramp will be excavated. The Gaumond shaft will be 715 metres deep and will be used to develop the 650 Level, to
provide an exploration drilling platform for the deeper portion of the ore-body and to ensure production at a nominal rate of 3,500 tonnes per day.
The surface ramp will accelerate development on the levels. All the material that will come from levels deeper than the 650 Level will be brought
to the 650 Level loading station by trucks via the ramp. Once completed, the ramp will be used as the air exhaust.
The Gaumond exploration shaft has a nominal 3,500 tonnes per day ore hoisting capacity, and a maximum hositing capacity of 5,800 tonnes
per day. The Corporation is planning a second production shaft, which will also have a nominal 3,500 tonnes per day ore-hoisting capacity, giving
a combined nominal ore-hoist capacity, when the shafts are completed, of 7,000 tonnes per day. Goldcorp has made the decision to commence
construction activities at lonore so that key infrastructure supports a nominal 7,000 tonnes per day capacity rather than the 3,500 tonnes per day
assumed in the current technical report, at an updated estimated capital cost of $1.75 billion. Hoisting and plant capacity have been designed and
are being constructed with a nominal 7,000 tonnes per day capacity. Goldcorp believes the potential exists to significantly expand the Proven and
Probable Mineral Reserves at lonore with additional drilling, based on the existing Mineral Resource and the potential prospects of the Roberto
deposit. The strategy is therefore to initiate underground drilling from the Gaumond exploration shaft and exploration ramp to delineate sufficient
additional mineralization to support increases in the Mineral Resource estimate and declaration of Mineral Reserves and to fully utilize the
expanded infrastructure. The process plant availability was established at 95% based on performance of similar operations with the same type of
comminution circuit. The process flowsheet is standard, consisting of three stages of crushing, grinding, gravity concentration, sulphides flotation,
cyanide leaching, and gold recovery in a carbon-in-pulp circuit.
The lonore Project requires construction of significant infrastructure to support the planned producing facilities, including an access road,
electrical power supply, provision of water, and mine and plant facilities. Water management is critical for success, as the deposit is located
directly under the Opinaca reservoir. Currently, no mining is planned above 55 metres in order to mitigate risks associated with potential water
inflow from the Opinaca reservoir and to respect the preliminary recommendation for the dimensions of the surface crown pillar. Due to the
presence of open sub-horizontal decompression joints encountered mainly within the first 150 metres below surface, and the proximity of the
reservoir, management of ground water infiltration is considered paramount for the successful project implementation. A 240 litre per
second dewatering system was selected to handle the expected peak water inflow into the mine. The reclamation work will take place over a
period of about two to three years (excluding monitoring) after completion of mining activities.
Production is expected to commence in late 2014 and is expected to be 3,500 tonnes per day, based on at least two independent levels on
500 and 650 Levels, although another mining front may subsequently be started on the 350 Level. For the first two years of production only the
upper part of the mine will be in production. In 2017,

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(2) Based on a gold price of US$1,350 per ounce and an exchange rate of CAN$/US$1.10.
(3) Mineral Resources are reported using a cut-off grade of 3.0 grams per tonnes, which is based on assumptions of a US$1,350 per ounce gold
price, long-hole stoping underground mining methods, a total mining cost of $95 per tonne, and a life-of-mine metallurgical recovery of
93.5%. Key areas of uncertainty that may materially impact the Mineral Resource estimate include (i) commodity price assumptions;
(ii) metal recovery assumptions; (iii) hydrogeological constraints; and (iv) rock mechanics (geotechnical) constraints.
(4) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral
Reserves and do not have demonstrated economic viability.
(5) Numbers may not add up due to rounding.
all the lower part infrastructures will be completed so others mining fronts will be available. Two more mining fronts will be available from 860
and 1040 Levels and at this time an evaluation will be made to increase the mine production rate to 7,000 tonnes per day. The pre-production
period will last until the end of 2014 and the estimated mine life is ten years.
Goldcorps bullion is sold on the spot market, by marketing experts retained in-house by Goldcorp. It is expected that the same process will
be used for gold produced at the lonore Project. The terms contained within the sales contracts are typical and consistent with standard industry
practices, and are similar to contracts for the supply of dor elsewhere in the world.
The financial analysis assumed Probable Mineral Reserve totalling 12.48 million tonnes, grading 7.55 grams per tonne of gold and assumed
that Inferred Mineral Resources were treated as waste. A gold price of $1,200 per ounce, with an exchange rate of $1.10 and a tax rate of 38.6%
was used for the financial analysis. A royalty payable on production from the lonore Project is set at 2.2% on the first three million ounces of
gold, and increases by 0.25% per million ounces thereafter, up to a maximum of 3.5%. The life of mine based on the current Mineral Reserves and
based on the estimated capital costs set out in the lonore Report is ten years and the projected payback period is four years. Cash flow
fluctuations during the life of mine primarily result from fluctuations in the sustaining capital and mill head grade. Negative cash flows are
projected at the end of the mine life and correspond to expected reclamation costs. The lonore Project is most sensitive to the gold price, and
next most sensitive to gold grade. It is less sensitive to changes in capital costs and operating costs.
Exploration and Development
A total of 58,174 metres of diamond drilling was completed in 2012 and includes 15,426 metres drilled from both the 650 metre level and
the exploration ramp. Surface drilling completed a total of 42,748 metres for the year. Underground exploration drilling from the ramp will
accelerate in 2013, enabling further definition drilling of the deep portion of the Roberto deposit to proceed. Currently, four diamond drills are
conducting definition and exploration drilling from strategic working platforms in the ramp.
The exploration ramp excavation continued to progress and has now reached over 2,500 metres in length, which corresponds to a vertical
depth of 380 metres below surface. During the year, the exploration shaft was sunk to a final depth to of 725 metres. The next phase in the
exploration shaft will consist of the conversion from sinking mode to designed operating mode and include the installation of a skip-cage
assembly and commissioning of the loading pocket. This work will be completed in the first quarter of 2013 and will allow for mine development
from the 650 metre level and diamond drilling activities.
In December 2012, the 1,500 metre production shaft sinking activities commenced and on December 16, 2012 the first bench was taken. At
year end the depth of the shaft had reached 83 metres.

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MEXICO
The Corporations properties in Mexico include the Peasquito Mine, the Los Filos Mine, the El Sauzal Mine, the Noche Buena Project and
the Camino Rojo Project. The Peasquito Mine and the Los Filos Mine, each described below, are considered to be material mineral properties to
Goldcorp.
PEASQUITO MINE, MEXICO
The Peasquito Mine is indirectly wholly-owned by Goldcorp. The Peasquito Mine is an open pit mining operation located in north-central
Mexico with two separate process facilities, an oxide ore facility and a plant to process sulfide ore. The oxide ore is processed through a heap
leach/Merrill-Crowe facility that went into production in February 2008. The first gold pour for the oxide circuit was on May 10, 2008. Line 1 of
the sulfide plant started operating in September 2009 and first concentrate was shipped November 2009. The Peasquito Mine achieved
commercial production in September 2010.
Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, Peter Nahan, AusIMM., Senior Evaluation Engineer, Goldcorp, and
Maryse Belanger, P.Geo., Senior Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled
Goldcorp Inc., Peasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report dated March 21, 2011 (the Peasquito
Report). Guillermo Pareja, Maryse Belanger and Peter Nahan are qualified persons under NI 43-101. The following description of the Peasquito
Mine has been summarized, in part, from the Peasquito Report and readers should consult the Peasquito Report to obtain further particulars
regarding the Peasquito Mine. The Peasquito Report is available for review on the SEDAR website located at www.sedar.com under the
Corporations profile.
All scientific and technical information in this summary relating to any updates to the Peasquito Mine since the date of the Peasquito
Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Peasquito Report.
The Mineral Reserve and Mineral Resource estimates for the Peasquito Mine included in the following section have been reviewed and
approved by Maryse Belanger, P.Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.
Property Description and Location
Goldcorp owns, through its indirectly wholly-owned subsidiaries, 100% of the Peasquito Mine. The operating entity for the Peasquito
Mine is a Goldcorp subsidiary, Minera Peasquito, S.A. de C.V. Peasquito is situated in the western half of the Concepcin del Oro district in the
northeast corner of Zacatecas State, Mexico, approximately 200 kilometres northeast of the city of Zacatecas.
The Peasquito Mine is comprised of 130 exploitation concessions covering a total area of approximately 122,534 hectares, which contains
the Peasco and Brecha Azul (Chile Colorado) deposits. Concessions were granted for durations of 50 years. The Peasco and Brecha Azul
deposits are primarily within the Alfa, Beta, La Pea, Las Peas and El Peasquito concessions. Obligations which arise from the mining
concessions include performance of assessment work, payment of mining taxes and compliance with environmental laws. Duty payments for the
concessions have been made as required. Minimum expenditures, pursuant to Mexican regulations, may be substituted for sales of minerals from
the mine for an equivalent amount.
Goldcorp holds additional tenure in the greater Peasquito Mine area (within about 200 to 300 kilometres of the Peasquito Mine
infrastructure), which is under application, is granted, or is part of joint ventures with third parties. Two of these wholly-owned deposits, Camino
Rojo and Nocha Buena, are under conceptual evaluation as potential stand-alone heap leach operations due to the low precious metal grades of
these deposits and may benefit from potential administrative synergies with the Peasquito Mine mining operation. However, the deposits will not
be developed as satellite operations for the Peasquito Mine, and are not considered to be part of the Peasquito Mine.

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A two percent net smelter return royalty is payable to Royal Gold on production from both the Chile Colorado and Peasco pits which
constitute the Peasquito Mine. In 2007, Silver Wheaton Corp. (Silver Wheaton) acquired 25% of the silver produced by the Peasquito Mine
over the life-of mine for an upfront cash payment of $485 million and a per ounce cash payment of the lesser of $3.90 and the prevailing market
price (an inflationary adjustment to the contract price commenced in 2011 and resulted in a price of $3.99 per ounce achieved during 2012 versus
the original agreement of $3.90 per ounce), for silver delivered under the contract.
Environmental liabilities were limited to those that would be expected to be associated with an open pit mine that is in the early production
phases, and includes the open pit, roads and site infrastructure, and waste and tailings disposal facilities. A closure and reclamation plan has been
prepared. Progressive rehabilitation will occur over the life of the mine as waste dumps and mining areas are completed and become available for
rehabilitation activities.
Goldcorp holds the appropriate permits under local, state and federal laws to allow for mining operations.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
The site is accessed via a turnoff from Highway 54 approximately 25 kilometres south of Concepcin Del Oro. Within the Peasquito Mine,
access is by foot trails and tracks. The closest rail link is 100 kilometres to the west. There is an airport on site and airports in the cities of
Zacatecas and Monterrey.
Power is currently supplied through the Mexican central grid from the Mexican Federal Electricity Commission. On January 25, 2011,
Minera Peasquito, S.A. de C.V. signed a power delivery agreement (the Power Agreement) with a subsidiary of InterGen, pursuant to which
InterGen will construct and operate a 200 to 250 megawatt gas-fired combined cycle power plant near San Luis de la Paz, Guanajuato, Mexico, to
deliver electricity to the Peasquito Mine for a minimum term of 20 years, subject to regulatory and environment approvals. The construction of
the power plant is expected to be completed in 2015 and the Peasquito Mine has been sourcing power from another InterGen source in the
interim. Process and potable water for the Peasquito Mine is sourced from a water field located six kilometres west of the Peasquito Mine.
Permits to pump up to 35 million cubic metres of this water per year have been received. The Peasquito Mine recycles approximately 80% of the
water it uses in the mining process.
There is sufficient suitable land available within the Peasquito Mine for tailings disposal, mine waste disposal, and mining-related
infrastructure, such as the open pit, process plant, workshops and offices which have been constructed. A skilled labour force is available in the
region where the Peasquito Mine is located and in the surrounding mining areas of Mexico. Accommodation comprises a 2,000-bed camp with
full dining, laundry and recreational facilities.
Mining concessions give the holder the right to mine within the concession boundary, sell the mining product, dispose of waste material
generated by mining activities within the lease boundary, and have access easements. Surface rights in the vicinity of the Chile Colorado and
Peasco Azul open pits are held by private individuals and three ejidos. Signatures indicating agreement have been obtained for all three of the
ejidos and nearly all the private owners. Goldcorp currently is in negotiations to finalize surface rights to minor land positions still held by some
private owners. Relations with the ejidos through the process have been positive. Goldcorp holds sufficient surface rights in the Peasquito Mine
area to support the mining operations, including provisions for access and power lines.
The climate is generally dry with precipitation being limited for the most part to a rainy season in the months of June and July. Annual
precipitation for the area is approximately 700 millimetres, most of which falls in the rainy season. The Peasquito Mine area can be affected by
tropical storms and hurricanes which can result in short-term high precipitation events. Temperatures range between 20 degrees Celsius and 30
degrees Celsius in the summer and zero degrees Celsius to 15 degrees Celsius in the winter. Mining operations can be conducted year-round.
The Peasquito Mine is situated in a wide valley bounded to the north by the Sierra El Mascaron and the south by the Sierra Las Bocas.
Except for one small outcrop, the area is covered by up to 30 metres of alluvium.

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The terrain is generally flat, rolling hills; vegetation is mostly scrub, with cactus and coarse grasses. The prevailing elevation of the property is
approximately 1,900 metres above sea level.
History
The earliest recorded work in the Peasquito Mine consists of excavation of a shallow shaft and completion of two drill holes in the 1950s.
Kennecott Canada Explorations Inc. through its Mexican subsidiary, Minera Kennecott S.A. de C.V. (Kennecott) acquired initial title to
the Peasquito Mine and commenced exploration in 1994. Regional geochemical and geophysical surveys were undertaken in the period 1994 to
1997. This work led to the early discovery of two large mineralized diatreme breccia bodies, the Outcrop and Azul Breccias. Kennecott completed
250 rotary air blast (RAB) drill holes (9,314 metres) to systemically sample bedrock across the entire Peasquito Mine area which resulted in
the discovery of the Chile Colorado silver-lead-zinc-gold zone. A total of 72 reverse circulation and core drill holes (24,209 metres) were sited to
test mineralization at the Outcrop Breccia, Azul Breccia, and Chile Colorado zones.
In 1998, Western Copper Holdings Ltd. (Western Copper) acquired a 100% interest in the Peasquito Mine from Kennecott. Western
Copper completed a nine hole (3,185 metres) core drilling program and 13.4 line kilometres of tensor controlled source audio frequency
magnetollurics geophysical survey work the same year. Exploration efforts were focused on the Chile Colorado zone and the Azul Breccia pipe
targets.
Western Copper optioned the property to Minera Hochschild S.A. (Hochschild) in 2000. Hochschild completed 14 core holes (4,601
metres), eleven of which were sited into the Chile Colorado anomaly, but subsequently returned the property to Western Copper.
From 2002 to 2009, Western Copper completed an additional 874 core and reverse circulation drill holes (496,752 metres) and undertook a
scoping-level study, a pre-feasibility study, and a feasibility study in 2003, 2004, and 2005 respectively. The feasibility study was updated in
2006. Under the assumptions in the studies, the Peasquito Mine returned positive economics. In 2003, Western Copper underwent a name change
to Western Silver Corporation (Western Silver). Glamis acquired Western Silver in May 2006, and the combined company was subsequently
acquired by Goldcorp in November 2006.
During 2005, a drill rig was used to perform geotechnical field investigations to support the design of the heap leach facility, waste rock
piles, tailings impoundment and process plant. Standard penetration tests were performed.
Construction in the Peasquito Mine commenced in 2007. In October 2009, the first lead and zinc concentrates were produced and
concentrate shipment to smelters commenced with first sales recorded in November 2009. Commercial production was achieved in September
2010.
Geological Setting
Regional Geology
The regional geology is dominated by Mesozoic sedimentary rocks intruded by Tertiary stocks of intermediate composition (granodiorite
and quartz monzonite). The sedimentary rocks formed in the Mexico Geosyncline, a 2.5-kilometre thick series of marine sediments deposited
during the Jurassic and Cretaceous Periods consisting of a 2,000-metre thick sequence of carbonaceous and calcareous turbiditic siltstones and
interbedded sandstones underlain by a 1,500 to 2,000-metre thick limestone sequence.
Large granodiorite stocks are interpreted to underlie large portions of the mineralized areas within the Concepcin Del Oro District,
including Peasquito. Slightly younger quartzfeldspar porphyries, quartz monzonite porphyries, and other feldspar-phyric intrusions occurring as
dikes, sills, and stocks cut the sedimentary units. The intrusions are interpreted to have been emplaced from the late Eocene to mid-Oligocene.

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Local Geology
The Mesozoic sedimentary units of the Mazapil area were folded into east-west arcuate folds, cut by northeast- and north-striking faults, and
intruded by Tertiary granodiorite, quartz monzonite, and quartzfeldspar porphyry bodies. Tertiary stocks and batholiths are exposed in the
ranges, while the valleys are filled with alluvium, generally a few tens of metres thick. Two diatreme breccia pipes, believed to be related to
quartzfeldspar porphyry stocks beneath the Peasquito Mine, explosively penetrated the Mesozoic sedimentary units, and probably breached the
surface. Eruption craters and ejecta aprons have since been eroded away. The current bedrock surface at the Peasquito Mine is estimated to be a
minimum of 50 metres below the original paleo surface when the diatremes were formed. There may have been up to several hundred metres of
erosion since the time of mineralization. Alluvium thickness now averages 30 to 50 metres at the Peasquito Mine. There was one small outcrop
exposure at the Peasquito Mine, of breccias near the center of the Peasco diatreme, rising about five metres above the valley surface. The two
diatreme pipes, Peasco and Brecha Azul, are the principal hosts for goldsilverzinclead mineralization at the Peasquito Mine. The single
outcrop near the center of the Peasco pipe contained weak sulphide mineralization along the south and west side of the outcrop, representing the
uppermost expression of much larger mineralized zones below.
Property Geology
Peasco and Brecha Azul are funnel-shaped breccia pipes, which flare upward, and are filled with breccia clasts in a milled matrix of similar
lithological composition. The larger diatreme, Peasco, has a diameter of 1,000 metres by 850 metres immediately beneath surface alluvial cover.
The second, and smaller, diatreme, Brecha Azul, is about 600 metres in diameter immediately below alluvium. Polymetallic mineralization is
hosted by the diatreme breccias column and surrounding sandstone and siltstone units of the Caracol Formation. The diatreme breccias are broadly
classified into three units, determined by igneous matrix and clast composition: sediment-clast breccia, milled mixed sedimentary-intrusive
matrix, and intrusive matrix breccias, from top to bottom within the breccia column. Sedimentary rock clasts consist of Caracol siltstone and
sandstone; intrusion clasts are dominated by quartz-feldspar porphyry. A variety of dikes cut the breccia column and immediately adjacent clastic
wall rocks. These dikes exhibit a range of textures from porphyry breccia, to quartzfeldspar and quartz-eye porphyries, to porphyritic, to
aphanitic micro breccias.
Both of the breccia pipes lie within a hydrothermal alteration shell consisting of a central sericitepyritequartz (phyllic) alteration
assemblage, surrounding sericitepyritequartzcalcite assemblage, and peripheral chloriteepidotepyrite (propylitic) alteration halo. A halo of
generally lower grade disseminated zincleadgoldsilver mineralization lies within the sericitepyritequartzcalcite assemblage surrounding the
two breccias. Disseminated and lesser fracture-controlled electrum, sphalerite, galena, and various silver sulphosalts are hosted by milled breccias
within the diatremes and by Cretaceous clastic units in the surrounding mineralized halo. Alteration, mineral zoning, porphyry intrusion breccia,
and dykes all suggest the deposits represent distal mineralization some distance above an underlying quartzfeldspar porphyry system. The
Peasco and Brecha Azul diatremes lie along a northwest-trending system of fractures within the central axis of the broad northwest oval of
sericitepyritequartzcalcite alteration. The dominant foliation direction observed in the outcrop of breccia at Peasco is also northwest-trending.
Both are thought to reflect the orientation of the porphyry intrusion underlying the known mineralization.
Mantos-style sulphide replacements of carbonate strata have been discovered beneath the clastic-hosted disseminated sulphide zones
adjacent and around the diatreme pipes. They consist of semi-massive to massive sulphide replacements of sub-horizontal limestone beds, as well
as cross-cutting chimney-style, steeply dipping, fracture and breccias zones filled with high concentrations of sulphides. The sulphides are
generally dominated by sphalerite and galena, with variable concentrations, but also contain significant pyrite. Gangue minerals are subordinate in
these strata-replacement mantos and cross-cutting chimneys, although calcite is usually present. Stratiform and chimney mantos are characterized
by their very high zinc, lead, and silver contents, with variable copper and gold contributions. Mantos and skarn mineralization have also been
discovered lying beneath the planned open pits in limestone units adjacent and around the diatremes and above the source of cross-cutting quartz
feldspar porphyry dykes.

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Exploration
Exploration activities on the Peasquito Mine have included geological mapping, reverse circulation and core drilling, ground geophysical
surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the
different lithologies have also been carried out.
From 2006 to 2010, Goldcorp completed 42 core and reverse circulation drill holes, including metallurgical, geotechnical and condemnation
drilling. An updated feasibility study was completed and mine construction was commenced during this period.
During 2010, an exploration drilling program was completed to test whether there was sufficient mantos-hosted mineralization at depth
adjacent to the Peasquito diatreme to support potential underground development. A total of 7,317 metres was drilled in six mantos test holes.
Mantos were detected at 900 metres below surface and the exploration potential remains both at depth and laterally. Within the greater Peasquito
Mine area, there is also potential for additional deposit styles, including base metal skarns and porphyry-related disseminated deposits.
Exploration for these deposit styles is at a conceptual/early exploration stage.
Exploration at Peasquito during 2011 was focused on geological mapping, diamond drilling, and a reverse circulation and condemnation
program totaling 80 drill holes. The exploration program for the mantos and skarn zones continued during 2012 with 22 deep holes totaling 23,276
metres completed. The objective of this program was to test the grade and thickness extents of the mantos and skarn mineralization at depth. In the
RAB exploration area, potential extensions to the Peasco diatreme were tested, with the completion of 59 drill holes for a total of 2,496 metres in
2011. Objectives of the program were to potentially identify, with shallower drilling, new anomalies in the bedrock. Three different anomalies
were identified with the 2011 program. The condemnation drilling program was initiated in late 2011 and continued in 2012 with 62 holes totaling
25,074.9 metres. The program was designed to provide condemnation in the area of the waste dump to the north and west of the existing tailings
storage facility. An aeromagnetic survey defined an eight kilometres by four kilometres, north to south-trending magnetic high centered
approximately on the Outcrop (Peasco) Breccia. Magnetometer surveys suggested the presence of deep-seated granodiorites, and indicated a
relationship between mineralization and the underlying intrusions. IP surveys were instrumental in locating sulphide stockworks at the Chile
Colorado zone, and the gravity survey helped identify the Brecha Azul diatreme. In almost all instances, the geophysical surveys indicated the
presence of numerous anomalies scattered across the Peasquito Mine.
In the opinion of the authors of the Peasquito Report, the exploration programs completed to date are appropriate to the style of the
deposits and prospects within the Peasquito Mine and support the genetic and affinity interpretations.
Mineralization
Sulphide mineralization occurs in the Peasco deposit, beneath and adjacent to the outcrop breccia, and in the Chile Colorado deposit,
located about 1.5 kilometres southeast of Peasco. Both deposits are centered on diatreme breccias pipes, the Peasco diatreme at Peasco, and
the Brecha Azul diatreme at Chile Colorado. The diatremes are surrounded by coalesced halos of lower grade, disseminated sphalerite, galena, and
sulphosalts containing silver and gold.
Mineralization consists of disseminations and veinlets of medium to coarse-grained sphalerite, galena, argentite, a variety of other antimony-
dominated sulphosalts, including bournonite, jamesonite, tetrahedrite, polybasite, pyrargyrite, stibnite rare hessite and a common gangue of
sericite and calcite, with minor quartz, rhodochrosite, and fluorite. In the opinion of the authors of the Peasquito Report, the mineralization style
and settling of the deposit is sufficiently well understood to support Mineral Resource and Mineral Reserve estimation.

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Drilling
Drilling completed on the Peasquito Mine for the period 1994 to 2012 comprises 1,060 drill holes totaling 564,153 metres. Drilling has
focused on five principal areas: the original Chile Colorado Zone, the Brecha Azul Zone (Azul Breccia, Northeast Azul, and Luna Azul), the
Peasco Zone (including El Sotol), Mantos East Zone and skarn targets at depth.
Reverse circulation drilling was conducted using down-hole hammers and tricone bits, both dry and with water injection. Some reverse
circulation drilling was performed as pre-collars for core drill holes. Core drilling typically recovered HQ size core (63.5 millimetres diameter)
from surface, then was reduced to NQ size core (47.6 millimetres) where ground conditions warranted. Metallurgical holes were typically drilled
using PQ size core (85 millimetres).
Any break in the core made during removal from the barrel was marked with a colour line. When breakage of the core was required to fill
the box, edged tools and accurate measure of pieces to complete the channels was the common practice to minimize core destruction. The end of
every run was marked with a wooden tick and the final depth of the run. Core was transferred to wooden core boxes, marked with up and
down signs on the edges of the boxes using indelible pen. The drill hole number, box number and starting depth for the box was written before
its use, whilst end depth were recorded upon completion. All information was marked with indelible pen on the front side of the box and also on
the cover.
All core from the Goldcorp drill programs has been processed on site. Core boxes were transported to the core shed by personnel from the
company that was managing the drill program, or the drilling supervisor.
Geotechnical Drilling
Core holes were oriented at an angle of 60 degrees to the horizontal and were sited to intersect the November 2005 design basis pit wall one-
third of the ultimate wall height above the base of the final pit level. Core hole diameters were typically HQ3 (61 millimetres diameter) but were
telescoped down to NQ3 (45 millimetres) if difficult drilling conditions were encountered. Core was recovered in a triple tube core barrel
assembly.
Core orientation was accomplished using two independent methods: clay impression and a mechanical down-hole system referred to as
Corientor. Field point load tests were completed for each core run to estimate the unconfined compressive strength of the intact rock. Drill holes
to WC-250 were also geotechnically logged.
Core recovery for the Peasquito Mine drilling averages 96.9%. Sample recoveries were not routinely recorded for reverse circulation holes.
Geological and Geotechnical Logging
Logging of reverse circulation drill cuttings and core utilized standard logging procedures. Logs recorded lithologies, breccia type, fracture
frequency and orientation, oxidation, sulphide mineralization type and intensity, and alteration type and intensity. Core was photographed and
video recorded from collar to toe; these digital files are stored on hard disc. Geotechnical logging for pit design purposes was typically completed
at three metre intervals, and recorded on compact discs. For site location purposes, geotechnical logging included sample descriptions, Standard
Penetration Test blow counts, sample numbers and visual classifications based on the united soil classification system.
Collar Surveys
Collar surveys have been performed by a qualified surveyor since 2002. All drill hole collars are identified with a concrete monument,
allowing all drill holes to be identified at a later date. The monument is placed directly over the hole collar on completion of each drill hole.

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Down-hole Surveys
Down-hole surveys are completed by the drilling contractor using a single shot, through the bit, survey instrument. Drill holes are surveyed
on completion of each hole as the drill rods are being pulled from the hole.
Deposit Drilling
Drill hole spacing is generally on 50 metre sections in the main deposits spreading out to 400 metre spaced sections in the condemnation
zones. Drill spacing is wider again in the areas outside the conceptual pit outlines used to constrain Mineral Resources. Drilling covers an area of
approximately eight kilometres east to west by 4,500 metres north to south with the majority of drill holes concentrated in an area 2.1 kilometres
east to west by 2.8 kilometres north to south.
Blasthole Drilling
Drilling for all materials is on 15 metre benches drilled with 1.5 metres of sub-grade, using seven blast hole drill rigs. The drill sections
display typical drill hole orientations for the deposits, show summary assay values using colour ranges for assay intervals that include areas of
non-mineralized and very low grade mineralization, and outline areas where higher-grade intercepts can be identified within lower-grade sections.
The sections confirm that sampling is representative of the gold, silver, and base metals grades in the deposits, reflecting areas of higher and lower
grades.
Sampling and Analysis
Peasquito Mine project staff has been responsible for sample collection, core splitting, run of mine assaying, preparation of samples,
storage and security from inception to date.
Reverse circulation drill cuttings were sampled at intervals of two metres. The material was split at the drill into several portions of 12
kilograms or less. A handful of rock chips from each sample interval was collected and logged by experienced onsite geologists. Data from the
drill logs were entered digitally into files for computer processing.
The standard sample interval is two metres. Some samples are limited to geological boundaries and are less than two metres in length.
Logging was completed at the drill site prior to splitting. Splitting of the core was supervised by the geologist who logged the core in order to
ensure sampling integrity. For condemnation drill holes, core was assayed every two metres out of 20 unless geologic inspection dictated
otherwise.
A senior Goldcorp geologist examined the core, defined the primary sample contacts, and designated the axis along which to cut the core.
Special attention is taken in veined areas to ensure representative splits are made perpendicular to, and not parallel to, veins.
Standard reference material samples and blanks were inserted in a documented sequence into the sample stream going to the assay
laboratory. Cut samples were bagged and numbered in polyethylene bags. Groups of 20 sample bags were placed in larger bags and labelled with
the name and address of the laboratory, and the number and series of samples that were contained within the bag. A Peasquito Mine truck
transports the sacks to the ALS Chemex laboratories in Guadalajara, Mexico, approximately once per week. ALS Chemex was responsible for
sample preparation throughout exploration and infill drilling phases through its non-accredited sample preparation facilities in Guadalajara. All
samples were dispatched to the ALS Chemex Vancouver, Canada laboratory facility for analysis, which, at the time the early work was
performed, was ISO-9000 accredited for analysis; the laboratory is currently ISO-17025 certified and is independent of Goldcorp. The umpire
(check) laboratory is Acme Laboratories in Vancouver, which holds ISO-9000 accreditations for analysis. The run-of-mine laboratory is not
certified.
Blast holes are sampled as whole-hole samples by an experienced sampler. During 2008, Goldcorp staff completed a total of 1,229 specific
gravity measurements on drill core. An additional 127 bulk density

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measurements were also available from Dawson Metallurgical Laboratories Inc. Utah. Specific gravity data were used to assign average bulk
specific gravity values by lithology.
In the opinion of the authors of the Peasquito Report, the sampling methods are acceptable, meet industry-standard practice, and are
adequate for Mineral Resource and Mineral Reserve estimation and mine planning purposes . Sizes of the sampled areas are representative of the
distribution and orientation of the mineralization and sampling is representative of the gold, silver, and base metal grades in the deposits,
representing areas of higher and lower grades.
A number of independent data checks have been performed, in support of feasibility-level studies, and in support of technical reports,
producing assessments of the database quality on the Peasquito Mine. No significant problems with the database, sampling protocols, flowsheets,
check analysis program, or data storage were noted. Goldcorp performed sufficient verification of the data and database to support Mineral
Resources and Mineral Reserves being estimated.
Security of Samples
Blanks and standard reference materials have been used in sampling programs by Goldcorp. The seven SRMs were prepared by Metcon
Research, Tucson, Arizona from Peasquito Mine mineralization. Blank samples comprise non-mineralized limestones from the general
Peasquito Mine area.
Entry of information into databases utilized a variety of techniques and procedures to check the integrity of the data entered. A system
whereby data is electronically entered (without a paper log step) is still being implemented. Assays were received electronically from the
laboratories and imported directly into the database. Drill hole collar and down hole survey data were manually entered into the database. Data are
verified on entry to the database by means of in-built program triggers within the mining software. Checks are performed on surveys, collar co-
ordinates, lithology data, and assay data.
Paper records were kept for all assay and QA/QC data, geological logging and bulk density information, down-hole and collar coordinate
surveys. All paper records were filed by drill hole for quick location and retrieval of any information desired. Assays, down-hole surveys, and
collar surveys were stored in the same file as the geological logging information. In addition, sample preparation and laboratory assay protocols
from the laboratories were monitored and kept on file.
Sample security was not generally practiced at the Peasquito Mine during the drilling programs, due to the remote nature of the site.
Sample security relied upon the fact that the samples were always attended or locked at the sample dispatch facility. Sample collection and
transportation have always been undertaken by Goldcorp or laboratory personnel using company vehicles. Drill samples were picked up at site by
ALS Chemex, prepared to a pulp in Guadalajara, Mexico, and sent by ALS Chemex via air to the ALS Chemex analytical laboratory in
Vancouver, Canada. Chain of custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample
shipments to make certain that all samples were received by the laboratory. Assay pulps and crushed reject material are returned by ALS Chemex
to Goldcorps core shack in Mazapil for storage. Drill core is stored in wooden core boxes on steel racks in the buildings adjacent to the core
logging and cutting facilities. The core boxes are racked in numerical sequence by drill hole number and depth oarse rejects in plastic bags are
stored in cardboard boxes on steel racks in a separate locked building. The coarse reject boxes are labelled and stored by sample number.
Typically, drill programs included insertion of blank, duplicate and CRM samples. The QA/QC program results do not indicate any
problems with the analytical programs; therefore the gold, silver, and base metal analyses from the core drilling are suitable for inclusion in
Mineral Resource and Mineral Reserve estimation.
The authors of the Peasquito Report are of the opinion that quality of the gold, silver and base metal analytical data are sufficiently reliable
to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analyses and security are generally performed in
accordance with exploration best practices and industry standards.

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Mineral Reserve and Mineral Resource Estimates
The following table sets forth the estimated Mineral Reserves for the Peasquito Mine as of December 31, 2012:
Proven and Probable Mineral Reserves

The following table sets forth the estimated Mineral Resources for the Peasquito Mine as of December 31, 2012:
Measured, Indicated and Inferred Mineral Resources
(excluding Proven and Probable Mineral Reserves)


- 54 -
Grade Contained Metal
Deposit Category Tonnes Gold Silver Lead Zinc Gold Silver Lead Zinc
(millions)
(grams

per
tonne)
(grams
per
tonne) (%) (%)
(millions
of ounces)
(millions
of ounces)
(millions
of
pounds)
(millions
of
pounds)
Peasquito Mine Proven 577.90 0.55 29.37 0.29 0.70 10.27 545.76 3,702.99 8,928.54
Mill Probable 484.71 0.31 20.78 0.20 0.47 4.90 323.76 2,111 5,032
Proven + Probable 1,062.60 0.44 25.45 0.25 0.60 15.17 869.52 5,814 13,961
Peasquito Mine Proven 32.34 0.15 14.58 0.16 15.16
Heap Leach Probable 87.41 0.13 9.65 0.36 27.12
Proven + Probable 119.75 0.13 10.98 0.52 42.28

(1) The Mineral Reserve estimates for the Peasquito Mine set out in the table above have been reviewed and approved by Maryse Belanger, P.
Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified
as proven and probable, and are based on the CIM Standards.
(2) Based on a gold price of $1,350 per ounce, a silver price of $24 per ounce, a lead price of $0.80 per pound and a zinc price of $0.85 per
pound.
(3) The estimated metallurgical recovery rate for the Peasquito Mine (Mill) is 20% to 60% for gold, 53% to 65% for silver, 63% to 72% for
lead and 60% to 65% for zinc.
(4) The estimated metallurgical recovery rate for the Peasquito Mine (Heap Leach) is 60% for gold and 24% for silver.
(5) Cut-off grade is based on net smelter return estimation of $0.05 per tonne on a block-by-block basis applying all revenue and associated
costs.
(6) Numbers may not add up due to rounding.
Grade Contained Metal
Category Tonnes Gold Silver Lead Zinc Gold Silver Lead Zinc
(millions)
(grams

per
tonne)
(grams
per
tonne) (%) (%)
(millions
of ounces)
(millions
of ounces)
(millions
of pounds)
(millions
of pounds)
Peasquito Mine Measured 125.56 0.17 14.44 0.15 0.39 0.67 58.29 426 1,083
Mill Indicated 451.43 0.19 13.12 0.13 0.34 2.74 190.43 1,275 3,410
Measured + Indicated 576.98 0.18 13.41 0.13 0.35 3.41 248.72 1,700 4,493
Inferred 126.63 0.20 9.13 0.14 0.26 0.83 37.17 382 736
Peasquito Mine Measured 3.68 0.06 5.01 0.01 0.59
Heap Leach Indicated 21.77 0.07 4.19 0.05 2.93
Measured + Indicated 25.45 0.07 4.31 0.06 3.52
Inferred 50.66 0.17 1.61 0.28 2.62

(1) The Mineral Resource estimates for the Peasquito Mine set out in the table above have been reviewed and approved by Maryse Belanger,
P. Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are
classified as measured, indicated and inferred, and are based on the CIM Standards.
(2) Mineral Resources are exclusive of Mineral Reserves and include dilution.
(3) Mineral Resources are based on a gold price of $1,500 per ounce, a silver price of $27 per ounce, a lead price of $0.95 per pound and a zinc
price of $0.95 per pound.
(4) Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.
(5) Numbers may not add up due to rounding.
(6) Mineral Resources are reported to a net smelter return cut-off grade of $0.05 per tonne for open pit Mineral Resources.
(7) Mineral Resources are defined with Lerchs-Grossmann pit shells.
(1)(2)(5)(6)
(3)
(4)
(1)(2)(3)(4)(5) (6)(7)
Mining Operations
Mining Method
The final pit will have one contiguous outline at surface but will consist of two distinct pit bottoms, one on the Peasco zone and one on the
Azul/Chile Colorado zone. Currently only the Peasco portion of the pit is in operation, using a conventional truck-and-shovel fleet. Drill patterns
range from nine metres by nine metres in overburden to six metres by six metres in sulphide ore. The heap leach ore drill pattern is being adjusted
as needed to ensure rock fragmentation of about 127 to 152 millimetres for leaching.
Metallurgical Process
The Peasquito Mine consists of a leach facility that processes a nominal 25,000 tonnes per day of oxide ore and a sulphide plant that will
process a nominal 130,000 tonnes per day of sulphide ore. Mine construction commenced in 2007. By year-end 2011, mine production was at full
capacity; however the plant was still ramping up and lacking only sufficient pebble feed to the High Pressure Grinding (HPGR) circuit, limiting
throughput in the HPGR circuit. A project to provide supplemental ore feed directly to the HPGR circuit was initiated in late 2011 and was
successfully commissioned at the end of the first quarter of 2012. In October 2009, the first lead and zinc concentrates were produced and
concentrate shipment to smelters commenced with first sales recorded in November 2009.
Ore placement on the heap leach pad began in February 2008. On April 8, 2008, ore leaching was initiated and the first gold pour occurred
on May 10, 2008. During 2012, a total of 5,954,455 dry metric tonnes of ore with an average grade of 0.34 grams per tonne of gold and 21.0
grams per tonne of silver were placed on the leach pad. A total of 42,669 ounces of gold and 1,420,300 ounces of silver were produced from the
oxide facility in 2012. Recoveries averaged 58.9% for gold and 24.0% for silver.
Oxide Ore
Run-of-mine oxide ore will be delivered to the heap leach pile from the mine by haul trucks. Lime will be added to the oxide ore, prior to
addition of the oxide ore to the pad. Ore is placed in ten metre lifts, and leached with cyanide solution. Pregnant leach solution is clarified, filtered,
and de-aerated, then treated with zinc dust to precipitate the precious metals. The precipitated metals are subsequently pressure filtered, and the
filter cake smelted to produce dor.
Sulphide Ore
Run-of-mine sulphide ore is delivered to the crusher dump pocket from the mine by 300 tonne rear-dumphaul trucks. The crushing circuit
is designed to process up to 130,000 tonnes per day of run-of-mine sulphide ore to 80% passing 150 millimetres. The crushing facility consists of
a gyratory crusher capable of operating at 92% utilization on a 24-hour-per-day, 365-days-per-year basis.
Pre-commissioning activities started on the waste rock overland conveyor system in the fourth quarter of 2012. Commissioning activities
with and without load commenced in early January 2013 and will continue through the first quarter of 2013. During 2011, both 50,000 tonne-per-
day capacity semi-autogenous grinding (SAG) lines were operational and the high pressure grind roll (HPGR) operation was sporadic due to
lack of pebble generation due to inconsistent feed. A project to provide for supplemental feed directly to the HPGR was commissioned at the end
of the first quarter of 2012. Sulphide plant throughput averaged 99,500 tonnes per day in 2012. Production in the second quarter of 2012 was
affected by lower mill throughput, a result of an inadequate water supply in the month of June. Prolonged drought conditions in the region
contributed to lower-than-expected water recharge in the well field as well as lower-than-expected water production from the accelerated pit
dewatering program. This condition continued to affect plant throughput in the second half of 2012. The Corporation holds permits for sufficient
quantities of water and is currently working to drill additional wells to increase water production. Concurrently, work is also underway to increase
water use efficiency site wide. Furthermore, a water and tailings study is expected to be completed in the first half of 2013 to develop a
comprehensive long-term water strategy for the Peasquito district. For 2012, a total of 36,406,938 dry metric tonnes of ore with an average grade
of 0.50 grams per ton of gold, 27.4 grams per tonne of silver, 0.62% zinc and 0.28% lead was processed through the sulphide plant facility, for a
total of 368,594 ounces of gold, 22,284,558

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ounces of silver, 324,175,492 pounds of zinc, and 153,710,300 pounds of lead produced (payable metal). Metallurgical recoveries averaged 69.4%
for gold, 77.5% for silver, 77.2% for zinc, and 73.9% for lead.
Mine Life and Expected Payback Period
The mine plan and financial analysis are based on a detailed production schedule. The life-of-mine plan update in 2012 was based on $1,350
per ounce of gold and operating parameters derived from the 2012 site budget plan and consisted of production schedules, operating parameters
and operating costs. Mine production during 2012 was 165.4 million metric tonnes. The production rate for the period 2012 to 2017 is projected to
average 593,000 tonnes per day. The mine will supply sulphide ore to the plant at a rate of 40.2 million metric tonnes of sulphide ore per year. The
total material mined per year will peak 225 million metric tonnes per year (616,000 tonnes per day). The production rate increases will correspond
to significant increases in the equipment quantities of the mining fleet and assistance from contractor waste stripping in 2013 and 2014.
The Peasco pit will provide the only sulphide mill feed through 2021 and will continue to provide mill feed into 2033. Waste stripping will
begin in Chile Colorado in 2020 and sulphide ore will be mined during 2021 through 2033. The sulphide mill feed will be from both pits from
2021 to 2032. The payback for the initial capital investment in the Peasquito Mine was 8.9 years from commencement of the Peasquito Mine in
2007, which means that under this scenario the Peasquito Mine will achieve payback by the fourth quarter of 2015. Goldcorp prepared an
economic analysis which confirmed that the economics based on the Mineral Reserves over a 22-year mine life could repay life-of-mine operating
and capital costs.
Markets/Contracts
Goldcorp currently has a toll agreement for the refining of silver-gold dor produced from the Peasquito Mine. Goldcorps bullion is sold
on the spot market, by marketing experts retained in-house by Goldcorp. The terms contained within the sales contracts are typical and consistent
with standard industry practice, and are similar to contracts for the supply of dor elsewhere in the world. Part of the silver production is sold to
Silver Wheaton.
The markets for the lead and zinc concentrates from the Peasquito Mine are worldwide with smelters located in Mexico, North America,
Asia and Europe. Metals prices are quoted for lead and zinc on the London Metals Exchange and for gold and silver by the London Bullion
Market Association. The metal payable terms and smelter treatment and refining charges for both lead and zinc concentrate represent typical terms
for the market and qualities produced by the Peasquito Mine. In addition to the forward sales contract for silver production with Silver Wheaton,
Goldcorp has entered into sales and collar option agreements for the base metals volumes in relation to Peasquito Mine concentrate sales.
Taxes
The income tax rate applicable to corporations in Mexico was increased from 28% to 30% as of January 1, 2010. The rate will be applied
only during 2010, 2011, 2012 and 2013. In 2014 the rate is scheduled to be reduced to 29%, and further scheduled to be reduced to 28% in 2015.
Environment
Environmental laws require the filing and approval of an environmental impact statement for all exploitation work, and for exploration work
that does not fall within the threshold of a standard issued by the Federal Government for mining exploration. Reviews of environmental
permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints for the Peasquito Mine support the declaration of
Mineral Reserves.
Exploration and Development
Following a full year of operations and the availability of new cost data, approximately 220 million tonnes of low-grade gold material were
moved from Proven and Probable Mineral Reserves into the Measured and

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Indicated Mineral Resources category, reflecting current higher operating cost assumptions than were contemplated in the original 2006 feasibility
study.
Exploration potential remains under the current open pits, and may support underground mining. Goldcorp is currently investigating an
option of mining mineralization outside the area of the current open pit design using bulk mining methods such as block caving and represents
upside potential for the Peasquito Mine following the cessation of open pit mining in 2032. Goldcorp is also investigating the potential for
underground mining of the mantos mineralization during the open pit mine life. This could utilize selective mining methods such as longhole
stoping or cut-and-fill. These studies are at an early, conceptual stage, and no underground Mineral Resources or Mineral Reserves have been
declared.

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LOS FILOS MINE, MEXICO
The Los Filos Mine is indirectly wholly-owned by Goldcorp. In operation since 2007, the Los Filos Mine consists of two open-pit mines
Los Filos and El Bermejal and one underground mine. The open-pit operation began commercial production in January 2008.
Maryse Belanger, P.Geo., Senior Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101
entitled Los Filos Gold Operation, Guerrero State, Mexico NI 43-101 Technical Report (the Los Filos Report) that has an effective date of
December 31, 2012. Maryse Belanger is a qualified person under NI 43-101. The following description of the Los Filos Mine has been
summarized, in part, from the Los Filos Report and readers should consult the Los Filos Report to obtain further particulars regarding the Los
Filos Mine. The Los Filos Report is available for review under Goldcorps profile on SEDAR at www.sedar.com .
The Mineral Reserve and Mineral Resource estimates for the Los Filos Mine included in the following section have been reviewed and
approved by Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.
Property Description and Location
The Los Filos Mine is located in Los Filos mining district of central Guerrero State and the mining operations lie within the southern part of
the Morelos National Mineral Reserve known as Morelos Sur. The Los Filos Mine consists of 20 exploitation concessions totalling 4,622 hectares
located within the municipality of Eduardo Neri, Guerrero, Mexico. Goldcorp owns 100% of the Los Filos Mine. All of the exploitation
concessions are held in the name of Goldcorps subsidiary, Desarollos Mineros San Luis, S.A. de C.V., and have a term of 50 years. The
expiration dates vary depending on the date the concession was granted. As per Mexican requirements for grant of tenure, the concessions
comprising the Los Filos Mine have been surveyed on the ground by a licensed surveyor. Mining concessions give the holder the right to mine
within the concession boundary, sell the mining product, dispose of waste material generated by mining activities within the lease boundary, and
have access to easements. Obligations which arise from the mining concessions include the performance of assessment work, payment of mining
taxes and compliance with environmental laws. All appropriate payments have been made to the relevant authorities, and the licences are in good
standing. Minimum expenditures, pursuant to Mexican regulations, may be substituted for sales of minerals from the mine for an equivalent
amount.
Goldcorp has secured a total of 3,920 hectares of surface rights, and currently holds all the surface rights required for the Los Filos Mine
operations, including the area of both pits, process and ancillary facilities areas, roads, services and a buffer area securing future growth and
potential exploration targets. Surface rights have been secured by either acquisition of private and public land or by entering into temporary
occupation agreements with surrounding communities. Agreements are typically 20 to 30 years in duration and payments are made on an annual
basis, with the annual payment amount linked to the Mexican consumer price index. Currently, the temporary occupation agreements are re-
negotiated every five years, with the next period of negotiations occurring in 2014.
The existence in Mexico of a communal form of agrarian land ownership called ejidos and comunidades agrarias can present special
problems for surface land use. Ejidos are communal farms where individuals have surface rights to specific plots of land, but most land-use
decisions must be made by the members of the ejido as a whole. Ejidos and comunidades together cover about one-half of the Mexican territory;
the other half remaining is legally defined as Pequea Propiedad (private property). Both property types exist in the Los Filos Mine areas:
private property and propiedad social (ejidos and comunidades). Goldcorp has entered into temporary occupation agreements with the
appropriate ejidos and comunidades, and has made and selective private property purchases to ensure the continuation of mining operations.
Current environmental liabilities are limited to those normally associated with an operating gold mine where production occurs from open
pit and underground sources, including roads, site infrastructure, and heap leach, waste dumps and disposal facilities. Goldcorp has estimated site
rehabilitation and closure costs at $20,900,000. Bonding requirements under Mexican regulatory requirements have been met.

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No royalties are payable to any entity. Current Mexican legislation does not require government royalty payments. The Corporation also
holds the appropriate permits under local, state and federal laws to allow for mining operations.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
From Mexico City, the Los Filos Mine can be accessed from Highway 95, a major paved highway, by turning off at the town of Mezcala
onto a dirt road that leads to the mine site. Driving time to the site from Mexico City is approximately three hours. The Los Filos Mine area is also
served by a network of local roads. In addition, a private airstrip services the mine site with flights to the site boarded at the Cuernavaca Airport.
Flying time between the site and the Cuernavaca Airport is approximately 25 minutes.
The Los Filos Mine is located in a tropical arid zone. Average annual temperatures range from approximately 18 degrees Celsius to 26
degrees Celsius. Average annual precipitation is 590 millimetres, most of which falls in the months of June through August. Very little
precipitation occurs between the months of November and April. However, the Los Filos Mine area can be affected by tropical storms and
hurricanes which can result in short-term, high precipitation events. Mining operations are conducted year-round.
Goldcorp holds sufficient surface rights in the Los Filos Mine area to support the mining operations contemplated in the life-of-mine plan,
including access and power line easements. The mining operations are located near established power and road infrastructure at Mezcala. The
nearby communities of Chilpancingo, Iguala, and Cuernavaca are also centers for the supply of materials and mining personnel. Currently, 1,226
persons are employed on site. Power is supplied through the local utility service, Comision Federal de Electricidad. Process and potable water for
the Los Filos Mine is sourced from a large well and filtration gallery on the Rio Balsas located 1.5 kilometres west of Mezcala. The availability of
power, water, communications facilities and an existing workforce supports declaration of Mineral Resources and Mineral Reserves.
The Los Filos Mine area is characterized by large limestone mountains divided by wide valleys. The slopes of the hills vary from very flat to
steep slopes. Valley slopes are covered with hardwood forest while the valley bottoms are generally farmed. The maximum elevation in the Los
Filos Mine area, at 1,820 metres above sea level, is the summit of El Bermejal hill. The valley of Carrizalillo lies at an altitude of 1,000 to 1,100
metres above sea level.
A total of 255 plant species were identified in the vicinity of the Los Filos Mine area. These species are all located outside of the mining
disturbance areas and have not been impacted by the Los Filos Mine. Five plant species of commercial interest were identified in the mine site
area. Fires in the area are common and have reduced the diversity of the vegetation. The current mining and construction activities have also
resulted in clearing of vegetation. A total of 103 fauna species were identified in the region, most of which were birds. The Los Filos Mine area
lies on a migratory route for two bird species.
History
Much of the early exploration and mining activity in the area was focused on the neighbouring Nukay claim prior to the discovery of the Los
Filos Mine in 1995. The Nukay mine (the Nukay Mine), operated by Minera Guadalupe S.A. de C.V., is one of the earliest operations in the
area, with first underground production in the period from 1938 to 1940; however, there are no production records from this period. Underground
operations reopened in 1946, and continued until 1961 producing about 0.5 million tonnes at 18 grams per tonne gold. A third period of
exploitation occurred from open pits commencing in 1984. There is also no production record from this period. Exploration activities completed in
the period 1984 to date include geological mapping, geochemical sampling, geophysical surveys, reverse circulation and core drilling,
underground, metallurgical, geotechnical and hydrological drilling, development studies, and permitting activities.
The Los Filos Mine area was only subject to sporadic prospecting through the twentieth century until Teck Corporation (Teck) became
interested in the Nukay property in 1993 and completed an agreement with Minera Miral S.A. de C.V. which was in the process of buying out the
then-owners of Minera Nukay S.A. de C.V., the holders of the Nukay licence. Minera Nuteck S.A. de C.V. was formed by Teck and Miranda
Mining Development

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Corporation and conducted regional exploration and a drilling campaign around the Nukay operations, focusing on the potential for mineralized
skarns around the targets. The discovery hole for the Los Filos deposit was drilled in August 1995.
Initial geotechnical studies were completed during the 1990s, and comprised core logging and desktop and site assessments of sub-surface
conditions in the immediate vicinity of the mineralization at Los Filos and El Bermejal. Hydrological studies were completed in the same time
period, to provide baseline data collection. More detailed studies were completed by independent consultants to support feasibility-level
assessments. Work included geotechnical assessment of infrastructure locations such as the proposed plant, waste dump and tailings sites,
groundwater exploration, hydrogeological studies, drainage assessments, and water and contaminant studies. The geotechnical models are
reasonably established, and are based on drill data, rock mass classification, and stability modeling carried out during the feasibility studies. The
hydrological model is based on drill data.
In 1996, work focused on the delineation of the Los Filos and Pedregal prospects; these were subsequently recognized as the one continuous
deposit. In 1997, delineation drilling at the Los Filos Mine continued and a first Mineral Resource estimate was performed. Teck undertook
Mineral Resource estimate updates, preliminary mining studies, and metallurgical test work between 1998 and 2002.
In November 2003, Goldcorp gained 100% ownership of the Los Filos Mine through the purchase of Miranda Mining Development
Corporation and associated agreements with Teck. In 2004, additional delineation, drilling, geotechnical and environmental studies and
metallurgical test work were conducted to support feasibility-level studies on the mineralization and Mineral Reserves were declared. In 2008, the
Nukay Mine, which was also acquired, was integrated with the Los Filos Mine operations as the Los Filos underground mine.
The El Bermejal deposit was identified in 1989. The El Bermejal deposit was initially overlooked due to low gold grades at surface and the
negative results from diamond drilling by Draco and the Mineral Resources Council (Consejo de Recursos Minerales, currently: Mexican
Geological Survey). Little attention was paid to this area until 1986 when geologists from Industrias Peoles S.A. de C.V. (Peoles) sampled
jasperoids within an extensive oxidation zone on top of Cerro Bermejal. Gold values were outlined in association with the oxide zone and
jasperoids. In 1988, geophysicists recognized strong magnetic and induced polarization anomalies and in 1989, Peoles started a detailed
exploration program for bulk mineable gold deposits. Peoles completed a Mineral Resource estimate and pre-feasibility study in 1994 that
envisaged a 13,000 tonnes per day open pit and heap leaching operation.
During 2003, Wheaton River Minerals Ltd. evaluated the El Bermejal deposit and conducted a due diligence review of the project.
Subsequently, a number of pits and adits were excavated to obtain bulk samples for validation of the local grade estimates and to provide
representative material for metallurgical test work. On March 22, 2005, Luismin acquired the El Bermejal gold deposit from Minera El Bermejal,
S. de R.L. de C.V., a joint venture between Peoles and Newmont Mining Corporation. Due diligence metallurgical studies on the El Bermejal
mineralization for heap leach amenability were initiated and additional diamond core drilling conducted to support Mineral Resource and Mineral
Reserve estimates, and to support open pit mining studies. In 2005, further metallurgical, geotechnical, and engineering studies were undertaken
resulting in the integration of El Bermejal and Los Filos into one comprehensive proposed mining operation.
Feasibility level studies into the Los Filos, El Bermejal open pits and the Los Filos underground mine were completed between 2005 and
2007. The underground operations have been integrated with the Los Filos open pit operations, which commenced production from the Los Filos
and El Bermejal deposits in 2007.
Geological Setting
Regional and Local Geology
The Los Filos and El Bermejal deposits are located in the Mezcala district in southern Mexico. They lie near the centre of a large, circular-
shaped feature known as the MorelosGuerrero Basin. The roughly circular basin is occupied by a thick sequence of Mesozoic platform carbonate
rocks successively comprising the Morelos, Cuautla, and Mezcala Formations, and has been intruded by a number of early Tertiary-age granitoid
bodies. The

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basin is underlain by Precambrian and Palaeozoic basement rocks. The Morelos Formation comprises fossiliferous medium- to thickly-bedded
finely-crystalline limestones and dolomites. The lower contact is not exposed within the Los Filos Mine, but the Morelos Formation has a
thickness of at least 1,570 metres near the community of Mezcala. The Cuautla Formation transitionally overlies the Morelos Formation. It
comprises a succession of thin- to medium-bedded silty limestones and sandstones with argillaceous partings and minor shale intercalations. The
Mezcala Formation in turn transitionally overlies the Cuautla Formation and consists of a platform to flysch-like succession of interbedded
sandstones, siltstones, and lesser shales which have been extensively altered to hornfels near intrusive contacts.
The Cretaceous sedimentary rocks and granitoid intrusions are unconformably overlain by a sequence of intermediate volcanic rocks and
alluvial sedimentary rocks (red sandstones and conglomerates) which partially cover the region. The Mesozoic succession was folded into broad
northsouth-trending paired anticlines and synclines as a result of east-vergent compression during Laramide time. The Los Filos Mine area lies at
the transition between belts of overthrust rocks to the west and more broadly-folded rocks to the east.
Regional structures include sets of northeast- and northwest-trending strike faults and fractures which cut both the carbonate sequence and
the intrusive rocks. The distribution of intrusive bodies in northwest-trending belts is thought to reflect the control on their emplacement by
northwest-trending faults. Regional mineralization styles comprise skarn-hosted and epithermal precious metal deposits and volcanogenic massive
sulphide deposits. In Guerrero, these occur as two adjacent arcuate belts, with the gold belt lying to the east and on the concave margin of the
massive sulphide belt. Both belts are approximately 30 kilometres wide and over 100 kilometres long, from northwest to southeast.
Garnet skarn predominates at the base of the deposits with traces of SiO2 grading upward to chlorite and epidote plus abundant SiO2
towards the top. Sericite is abundant, but is restricted to the apexes of the stocks. Skarn formation occurred in three stages, with late hydrothermal
veining overprinting the sequence. Pervasive jasperoids typically occur associated with the late veining stage, replacing skarn and intrusive rocks
and forming a silica cap.
Property Geology
The Los Filos Mine deposit includes the mineralization mined in the Los Filos/4P open pit, and the mineralization mined by underground in
the Los Filos Norte and Sud underground workings that were formerly known as the Nukay deposit. The underground workings currently
incorporate a number of zones, including IndependenciaSubida, Diegos, Nukay, Conchita, and Peninsula. The open pit includes the Los Filos
and 4P sectors. The El Bermejal deposit includes mineralization mined in the Bermejal North and South sectors, and the Guadalupe deposit. A
former underground operation exploited part of the Guadalupe deposit.
In the Los Filos area, mineralization is associated with two dioritic to granodioritic composition stocks that were emplaced in carbonate
rocks of the Morelos Formation. The stocks, known as East and West, are early Tertiary in age. Intrusion resulted in development of high-
temperature calc-silicate and oxide metasomatic alteration (skarn) assemblages that were followed by distinct meso- to epithermal alteration.
Hematite and magnetite are typical skarn minerals, but diopside which is more usually recognized in skarn assemblages, is not present. The Los
Filos (Nukay) deposit formed along the north, east and southern margins of the East stock that geological evidence and argon dating have
indicated is slightly older than the West stock. The differing morphology of the East and West stocks is interpreted to reflect different structural
controls during emplacement. The deposit is hosted primarily by a diorite sill that dips between 20 degrees and 50 degrees to the east away from
the East stock. The diorite was emplaced into a large, moderately-dipping, active structure that parallels bedding in the marble. The sill has a
sigmoidal shape that starts out roughly flat at the stock, extends east at a moderate dip for about 200 metres, then thins and flattens out again at
depth. Alteration associated with mineralization is extremely varied and ranges from high temperature metasomatic to lower temperature
epithermal alteration.
The 4P portion of the greater Los Filos deposit comprises the El Grande, Aguita, Zona 70, and Crestn Rojo zones. Mineralization is hosted
within Cretaceous-aged medium-bedded to massive fossiliferous limestone of the Morelos Formation. The carbonates were intruded by
granodioritic plutons and related dioritic stocks and dike bodies, resulting in the formation of marble within the calcareous rocks and local
development of calc-silicate

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endoskarn in the intrusive rocks. Pods of calc-silicate and iron-rich exoskarn in the marble formed along contacts. Two main outcrops of intrusive
rock, termed the East and West stocks, are of particular exploration interest.
The El Grande zone is situated in the northwest part of the East stock where numerous northeast-trending inliers of carbonates lie in a
complex relationship with the intrusive rocks. Gold mineralization occurs in both the intrusive and the variably altered carbonate slabs. The gold
zones tend to be thin and erratic, and do not appear to correlate well from hole to hole along lithologic contacts, although the mineralization may
be following low-angle structures that cross cut the wall rock slabs.
The Aguita lies along the east side of the West stock, where a thin band of iron-skarn has formed along the northsouth contact between the
intrusion and marble. The mineralization extent is about 200 metres along strike.
Zona 70, which lies to the northwest of Crestn Rojo, and south of La Conchita, has been combined with Crestn Rojo for the purposes of
Mineral Resource estimation. Mineralization at Zona 70 occurs beneath the marble cap rock within a linear, northwest-trending ridge-like cupola
of granodiorite that breaches the surface in a small, elliptical outcrop at the TNP095 drill site. Zones of beta-quartz granodiorite were noted in
drilling, and likely occur along south-dipping, low-angle structures. Significant gold values are present only in the highly oxidized material. Gold
is also found in the thin bands of exoskarn that follow the contact, particularly in zones showing strong late-retrograde alteration to massive iron-
oxides with the introduction of significant haematitic jasperoidal silica.
At Crestn Rojo, Granodiorite extends beneath the marble cap to the south and southwest away from the East stock and under the marble
that covers the area. Skarn alteration of the marble is developed along most of the intrusive contacts and ranges from ten metres to 30 metres in
thickness. Virtually all of the skarn consisted of massive magnetite replacement that has subsequently been oxidized to massive iron-oxide, and
much has been replaced by later jasperoidal silica. Gold mineralization is found both in the exoskarn and in the granodiorite, and is associated
with the claysericitesilicaK-feldsparsulphidehematite alteration typical of mineralization in the East stock intrusive rocks. Mineralization
occurs as scattered, erratic zones with no clear continuity along lithologic projections. It is likely that the mineralization follows south-dipping,
low angle structures that are not readily evident in the drilling.
The El Bermejal-Guadalupe deposit geology consists of calcareous and argillaceous rocks of Cretaceous age that are intruded by
granodiorite stocks of Tertiary age, forming metasomatic halos at their contacts. Tertiary volcanic rocks partly cover the area. Irongold
mineralization is best developed at the granodioritelimestone contacts and also within endoskarn. Endoskarn shows incipient garnetization and
marmorization that decreases outwards. Thickness of the zones varies from ten to 150 metres with an average of 80 metres. Mineralization
extends continuously all around the apophysis of the intrusion which is approximately 600 metres in diameter. The shape of the deposit mimics a
shell around the dome shape of the intrusion. Important structural controls that strike northsouth and eastwest, account for bends and widening
of the zones at the Tajo-Mez and Contacto Norte areas.
Exploration
Exploration has been undertaken by Goldcorp, its precursor companies, or by contractors. Exploration activities on the Project have included
regional and detail mapping, rock, silt and soil sampling, trenching, reverse circulation and diamond drilling, ground IP geophysical surveys,
mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different
lithologies have also been carried out.
Regional and detailed geological mapping was completed in a number of phases. Map scales varied from regional (1:25,000) to prospect
scale (1:1,000). These are generic scales and need verification. Map results were used to identify areas of quartz veining, alteration, silicification
and sulphide outcrop that warranted additional work. Soil, channel, pit, adit, underground, grab and rock sampling were used to evaluate
mineralization potential and generate targets for reverse circulation and core drilling. Overall, there are 6,906 surface channel samples and 39,007
underground channel samples, which are stored in a database as proxy drill holes. Surface geochemical data have been superseded by the drill
programs, and production data.

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Two ground magnetic geophysical surveys were completed in 2007, over the Los Filos-Nukay zone, and over the Minitas area. Both surveys
used 100 metre station spacing. The ground geophysical surveys were used to vector into mineralization and generate targets for drill programs.
Potential remains in the immediate vicinity of the Los Filos and El Bermejal open pits to identify additional mineralization that may support
Mineral Resource estimation. The corridor from the El Bermejal south area to the Guadeleupe deposit is particularly prospective. Regionally,
additional targets include the San Pablo deposit and the Xochipala prospect.
Mineralization
The deposits in the Los Filos Mine area are considered to be typical of intrusion-related goldsilver skarn deposits. Skarns develop in
sedimentary carbonate rocks, calcareous clastic rocks, volcaniclastic rocks or (rarely) volcanic flows. They are commonly related to high to
intermediate-level stocks, sills, and dykes of gabbro, diorite, quartz diorite, or granodiorite composition. Skarns are classified as calcic or
magnesian types; the calcic subtype is further subdivided into pyroxene, epidote, or garnet-rich members. These contrasting mineral assemblages
reflect differences in the host rock lithologies as well as the oxidation and sulphidation conditions in which the skarns developed.
Mineralization frequently displays strong stratigraphic and structural controls. Deposits can form along silldyke intersections, sillfault
contacts, beddingfault intersections, fold axes, and permeable faults or tension zones. In the pyroxene-rich and epidote-rich types, mineralization
commonly develops in the more distal portions of the alteration envelopes. In some districts, specific assemblages of reduced, Fe-rich intrusions
can be spatially related to Au-skarn mineralization. Mineralization in the garnet-rich Au skarns tends to lie more proximal to the intrusions.
Deposits range from irregular lenses and veins to tabular or stratiform ore bodies with lengths ranging up to many hundreds of metres.
Mineral and metal zoning is common in the skarn envelope. Gold is frequently present as micrometer-sized inclusions in sulphides, or at sulphide
grain boundaries. Mineralization is either hosted by, or spatially associated with, marble formed during contact metamorphism of the carbonates.
Massive magnetite, hematite, goethite and jasperoidal silica, with minor associated pyrite, pyrrhotite, chalcopyrite and native gold typically occur
in the veins and metasomatic replacement bodies that developed at the contacts between the carbonates and intrusive rocks.
Drilling
Drill programs have been completed primarily by contract drilling crews, supervised by geology staff from the Project operator at the time.
The current drill database contains 2,694 drill holes (553,081 metres), of which 1,476 (322,290 metres) are core holes, and the remaining 1,218
holes (230,821 metres) are reverse circulation.
Reverse circulation drilling was conducted using down-hole hammers and tricone bits, both dry and with water injection. Ground water is
generally absent in the marble, but minor water flow is typically present in the underlying intrusive rocks. Water flow was rarely high enough to
impact the drilling, although water had to be injected to improve sample quality. Experimentation with various drilling techniques over the
durations of the exploration programs led to the development of a rigorous drilling protocol in order to optimize sample quality. The rods used
were 10 feet or 20 feet in length, and samples of the drill cuttings were collected at intervals of five feet. Penetration rates averaged 60 metres per
day per drill, with an average hole depth of approximately 230 metres. Some reverse circulation drilling was performed as pre-collars for core drill
holes. Sample recoveries were not routinely recorded for reverse circulation holes.
Diamond drilling typically recovered HQ size core (63.5 millimetres in diameter) from surface, then was reduced to NQ size core (47.6
millimetres) where ground conditions warranted. Following drilling methods tests, face-discharge bits were used for all drilling. In general, core
recoveries were good, averaging around 90%. Metallurgical holes were typically drilled using PQ size core (85 millimetres).

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Drill diameters for the underground operations are either NTW (56 millimetres) or HQ size, depending on the rig that is used.
Although the vein and skarn orientations are variable within the Los Filos Mine area, generally drill orientations were appropriate for the
style and orientation of the mineralization in the area being drilled.
Drill spacing across the deposits that have Mineral Resources estimated is at about 35 metres x 35 metres in areas with close-spaced drilling,
widening to about 70 metres x 70 metres in the areas that are less well drilled. Drill spacing is wider again in the areas outside the conceptual pit
outlines used to constrain Mineral Resources. Drill hole orientations range from zero degrees to 225 degrees. Dips range between 65 degrees and
90 degrees, and are typically 90 degrees. Hole depths range from zero metres to 600 metres and average 350 metres. Underground drilling is
performed by Goldcorp personnel. Initial drill spacings are 25 metres x 50 metres, and tighten to a final spacing of 25 metres x 25 metres.
Platform drilling is typically undertaken at a five metre x five metre spacing. Drill hole lengths vary from about 40 metres to as much as 350
metres, but typically average about 200 metres in length. In the South zone of the underground operations, the drill azimuth is usually at 180
degrees, whereas in the North zone, azimuths are commonly zero degrees/360 degrees. Dips vary depending on the target mineralization, from
zero degrees to 90 degrees.
Los Filos Mine currently operates ten drills that drill a 6 / inch hole diameter. Blast holes are typically spaced at five metres x six metres
in ore zones, and are six metres deep. Drilling is normally perpendicular to the strike of the mineralization. Depending on the dip of the drill hole,
and the dip of the mineralization, drill intercept widths are typically greater than true widths
Sampling and Analysis
Logging of RC drill cuttings and core utilized standard logging procedures that recorded lithological, mineralogical and geotechnical data.
Drill collars are surveyed by mine personnel, using total station instruments. Historic drill holes were picked up as collars could be located. Initial
downhole surveys were performed using acid etching; since 2003, a Reflex downhole survey instrument has been used, with surveys generally at
50 metre intervals downhole. Sample collection and handling of reverse circulation drill cuttings and core was done in accordance with industry
standard practices, with procedures to limit sample losses and sampling biases. Reverse circulation samples are typically 1.52 metres. Core is
sampled so as to identify lithological changes, and typically does not exceed 1.5 metre lengths. Splitting was done using a tile saw or Rockman
saw when solid, or by hand with a knife or spatula when soft. Hydrasplit manual hydraulic splitters have also been used. Sample intervals in core
and reverse circulation drilling, comprising maximum of 1.5 metre and 1.52 metre intervals respectively, are considered to be adequately
representative of the true thicknesses of mineralization. The sampling has been done over a sufficiently large area to determine deposit limits, and
the data collected adequately reflects deposit dimensions, true widths of mineralization, and the style of the deposits. The samples are
representative of the mineralization, and respect the geology of the deposits.
QA/QC measures have been undertaken since about 2000. QA/QC includes submission of standard reference materials and blanks, and re-
assay of a proportion of the samples.
Sample preparation and analytical laboratories used during the exploration and delineation drilling programs on the Los Filos Mine include
Bondar Clegg, Skyline and ALS Chemex (which acquired Bondar Clegg and Skyline). ALS Chemex holds ISO 17025 accreditations for selected
analytical methods. ALS Chemex is independent of Goldcorp. The onsite mine laboratory is operated by SGS Laboratories and is independent of
Goldcorp. The SGS laboratory in Durango, Mexico, was the check laboratory in 2012. The laboratory has held ISO-17025 certifications for
selected analytical methods since 2009. The laboratory is also independent of Goldcorp.
The sample preparation method from 2000 to 2003 comprised crushing to 75% passing 10 mesh, then pulverizing to a minimum of 95%
passing 150 mesh. In 2003, the pulverization changed to a minimum of 85% passing 200 mesh.

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3
4
Since 2003, gold assays are run using a one assay-ton (30 gram) charge, with atomic absorption finish. Assays exceeding ten grams per
tonne gold were re-analyzed using fire assay with gravimetric finish. Copper and silver assays were performed using a one gram charge, aqua
regia digestion and atomic absorption analysis. Silver values exceeding 100 grams per tonne silver were reanalyzed using a one-ton fire assay with
gravimetric finish. Approximately 2.5% of the splits from the exploration core samples were routinely re-assayed to confirm initial results and, if
the check assays were at variance with the original assay, a second split sample was assayed.
Goldcorps quality control and data verification procedures incorporated a system of repeat assaying and blanks. One in 20 samples sent to
the laboratory were identified for repeat analysis. Goldcorp introduced a blank sample immediately after the repeat sample, in other words every
batch consists of 22 samples. The blank material was limestone sourced from the local river, several kilometres away from the Los Filos Mine
area.
Drill sampling has been adequately spaced to first define, then infill, gold and copper anomalies to produce prospect-scale and deposit-scale
drill data. Drill hole spacing varies with depth. Drill hole spacing in shallow oxide mineralization is approximately 150 metres. Average drill hole
spacing in the core of the deposits is about 50 metres. Drill hole spacing increases with depth as the number of holes decrease and holes deviate
apart. Average spacing at the base of the ultimate reserve pits is about 25 and 35 metres. Sample preparation procedure is in line with industry-
standard methods for gold deposits.
Data Verification
A number of check assay programs have been conducted on legacy (historic) drill samples, in 1998, 2000, and 2001. In general the
programs found no particular bias, and a good correlation was noted between the original assays and the check assays. Database verification was
performed in 2002, 2003, and 2006 in support of technical report preparation. No significant errors were noted. Validation checks performed by
operations personnel on data used to support estimation comprise checks on surveys, collar co-ordinates, lithology data, and assay data.
A number of reverse circulation holes on Los Filos Mine have been twinned with diamond drill holes. Checks on the twin data were
performed in 2002 and 2003; results indicated a reasonable agreement in picking out the mineralized zone with differences in average grades
explained by nugget effect in two samples taken several metres apart in most cases.
International Mining Consultants (IMC), a third-party independent consulting firm, performed the open pit Mineral Resource and Mineral
Reserve estimates. Since 2008, IMC have reviewed the procedures used to handle, log, and prepare samples for shipment and the QA/QC
programs in place. In IMCs opinion, the current procedures are very good and there are no significant issues that would preclude the use of data
in Mineral Resource and Mineral Reserve estimation. NCL Limited, a third-party independent consulting firm, performed the underground
Mineral Resource and Mineral Reserve estimates. During 2012, NCL undertook a review of the QA/QC data available for the Los Filos Mine
underground. No significant issues that would preclude the use of data in Mineral Resource and Mineral Reserve estimation were identified from
the review.
The authors of the Los Filos Report have reviewed the appropriate reports, and are of the opinion that the data verification programs
undertaken on the data collected from the Los Filos Mine adequately support the geological interpretations, the analytical and database quality,
and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation, and in mine planning. No sample biases were
identified from the QA/QC programs undertaken and ample data collected adequately reflect deposit dimensions, true widths of mineralization,
and the style of the deposit. External reviews of the database have been undertaken in support of acquisitions, support of feasibility-level studies,
in support of technical reports, and in support of Mineral Resource and Mineral Reserve estimates, producing independent assessments of the
database quality. No significant problems with the database, sampling protocols, flow sheets, check analysis program, or data storage were noted.
Security of Samples
Sample security was not generally practiced at Los Filos Mine during the drilling programs, due to the remote nature of the site. Sample
security relied upon the fact that the samples were always attended or locked at the sample dispatch facility. Sample collection and transportation
have always been undertaken by company or

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laboratory personnel using company vehicles. Drill samples were picked up at site by ALS Chemex, prepared to a pulp in Guadalajara, Mexico,
and sent by ALS Chemex via air to the ALS Chemex analytical laboratory in Vancouver, Canada. Chain of custody procedures consisted of filling
out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the
laboratory.
Assay pulps and crushed reject material are returned by ALS Chemex to Goldcorps core shack at the Los Filos Mine for storage.
Weathering has deteriorated the integrity of individual pulps from earlier drill programs. Some pulps are stored at the Teck storage facility in
Iguala. Drill core is stored in wooden-plastic core boxes on steel racks in the buildings adjacent to the core logging and cutting facilities. The core
boxes are racked in numerical sequence by drill hole number and depth. Coarse rejects in plastic bags are stored in cardboard boxes on steel racks
in a separate locked building. The coarse reject boxes are labelled and stored by sample number.
Entry of information into databases utilized a variety of techniques and procedures to check the integrity of the data entered. The databases
are acceptable to support Mineral Resource and Mineral Reserve estimation.
Mineral Reserve and Mineral Resource Estimates
The following table sets forth the estimated Mineral Reserves for the Los Filos Mine as of December 31, 2012:
Proven and Probable Mineral Reserves


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Grade Contained Metal
Category Tonnes Gold Silver Gold Silver
(millions)
(grams per

tonne)
(grams per

tonne)
(millions of

ounces)
(millions of

ounces)
Proven 72.61 0.96 5.28 2.25 12.32
Probable 224.10 0.72 5.58 5.18 40.21
Proven + Probable 296.71 0.78 5.51 7.43 52.54

(1) The Mineral Reserves for the Los Filos Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.
(2) Mineral Reserves amenable to open pit mining are contained within Measured and Indicated pit designs, and supported by a mine plan,
featuring variable throughput rates depending on the pit being mined, variable metallurgical recoveries depending on geometallurgical
domain, and cut-off optimization.
(3) Mineral Reserves amenable to underground mining are contained within stope designs that have a minimum horizontal continuity of ten
metres, and minimum mining width of one metre, and supported by a mine plan that features variable stope thicknesses depending on zone;
and cut-off optimization.
(4) Based on a gold price of $1,350 per ounce and a silver price of $24 per ounce.
(5) The Los Filos crush-leach ore is based on an operational 0.5 grams per tonne gold cut-off grade, run of mine ore is based on a variable 0.22
to 0.5 grams per tonne gold operational cut-off grade that is determined by lithology. The El Bermejal Mineral Reserve is based on a 0.2
grams per tonne operational run of mine cut-off grade.
(6) Mineral Reserves amenable to underground mining are reported based on a cut-off grade of 3.64 grams per tonne gold.
(7) Dilution in Mineral Reserves amenable to underground mining is assigned an average grade of one gram per tonne gold and five grams per
tonne silver and assumed to be 0.85 metre thickness on average.
(8) Mining recovery in Mineral Reserves amenable to underground mining is variable, based on stope width and can range from 75100%.
(9) Process gold recoveries for Mineral Reserves amenable to open pit mining vary from 6477% for crush-leach ore and from 4959% for run
of mine ore at Los Filos; recoveries at El Bermejal vary from 5373%. A 5% silver recovery is assumed from all geometallurgical domains.
(10) Process gold recoveries for Mineral Reserves amenable to underground mining are estimated at 72%. A 5% silver recovery is assumed from
all zones.
(11) Numbers may not add up due to rounding.
(1)(2)(3)(4)(5)( 6 ) ( 7 )( 8 )( 9 )( 10 )( 11 )
The following table sets forth the estimated Mineral Resources for the Los Filos Mine as of December 31, 2012:
Measured, Indicated and Inferred Mineral Resources
(excluding Proven and Probable Mineral Reserves)

Mining Operations
Mining commenced in 2007, with the first gold pour the same year. Two open pits, Los Filos and Bermejal, are currently in operation.
Equipment is owner-operated, and mining is based on conventional truck-and-shovel operations. All open pit ore and waste requires blasting.
Mineralization from the open pits is trucked to either the run-of-mine heap leach pad or to the crusher. Average daily production in 2012 was
199,420 tonnes. The current life-of-mine plan assumes production from open pit sources until 2031. The production rate will be 24.0 million
tonnes per year for the first six years and 15.5 million tonnes per year for the remaining years of a 20 year mine life. The mine plan currently
contains future production that is attributed to Inferred Mineral Resources. These Inferred blocks were set to waste for the purposes of Mineral
Reserve declaration. While there is reasonable expectation that some or all of the Inferred Mineral Resources can be upgraded and classified as
higher-confidence Mineral Resources with additional exploration and blast hole drilling programs, Goldcorp cautions that some or all of this
Inferred mineralization may not be able to be converted to higher-confidence Mineral Resource categories or eventually to Mineral Reserves.
Underground mining recommenced in 1996. Production is from two main areas and about 18 separate ore zones using a cut-and-fill mining
method. Equipment is owner-operated, and mining is based on conventional jumboload-haul-dumptramming operations. All ore and waste
requires blasting. Ore from the underground mine is trammed to the surface and then trucked to the stockpile of the crusher at Los Filos Mine.
Average daily production in 2012 was 1,033 tonnes. The current life-of-mine plan assumes production from underground until 2021.
Infrastructure required to support mining activities is sufficient for the current life of mine. A second leach pad is under construction and
scheduled for completion in October 2013. The mine camp is currently able to accommodate 162 persons and is being expanded to 292 beds.
Power is supplied by Comision Federal de Electricidad and an emergency power plant was constructed during 2008 to provide back-up power for
the leach pumps and gold recovery plant.

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Grade Contained Metal
Category Tonnes Gold Silver Gold Silver
(million)
(grams per

tonne)
(grams per

tonne)
(millions of

ounces)
(millions of

ounces)
Measured 9.61 1.90 8.48 0.59 2.62
Indicated 61.41 0.89 6.76 1.76 13.35
Measured + Indicated 71.02 1.03 7.00 2.35 15.97
Inferred 239.18 0.84 6.04 6.49 46.47

(1) The Mineral Resources for the Los Filos Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the CIM Standards.
(2) Based on a gold price of $1,500 per ounce and a silver price of $27 per ounce.
(3) Mineral Resources potentially amenable to open pit mining methods use a mining cost of $97.99, process cost of $2.415, process recovery
of 72%, and a refining cost of $3.26 per ounce. Mineral Resources potentially amenable to underground mining use a mining cost of $97.99,
process cost of $2.415, process recovery of 72%, and a refining cost of $3.26 per ounce.
(4) Mineral Resources potentially amenable to open pit mining methods are reported to variable gold cut-off grades of 0.2 grams per tonne gold
for mineralization from El Bermejal and Guadalupe, and 0.22 grams per tonne gold to 0.5 grams per tonne gold for mineralization from Los
Filos, 4P, and Aguita. Mineral Resources potentially amenable to underground mining are reported to a gold cut-off grade of 2.94 grams per
tonne gold.
(5) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral
Reserves and do not have demonstrated economic viability.
(6) Numbers may not add up due to rounding.
(1)(2)(3)(4)(5) ( 6 )
Water for the operations is sourced from a large well and filtration plant located 1.5 kilometres west of Mezcala. The water plant has access
to the Rio Balsas, which is a large perennial river. Water rights were granted in 2006 by the appropriate Mexican authorities. A probabilistic water
balance model has been developed for the heap leach facilities, diversion channels and process ponds. The Los Filos Mine is operated as a zero
discharge system. Los Filos does not discharge process water to surface waters, and there are no direct discharges to surface waters. All
wastewater from the offices, camp and cafeteria is treated in 15 wastewater treatment plants prior to discharge to the environment.
Four waste rock storage facilities are in use; two at Los Filos, and two at El Bermejal. In-pit backfill is contemplated toward the end of the
mine life. The facilities have a combined life of mine planned storage capacity of 900 million tonnes for the waste dumps and 300 million tonnes
for pit infill. Until 2012, all landfill waste was disposed of in the Mezcala landfill facility. During 2013, Goldcorp intends to construct a landfill
facility on site for operational use.
Mineralization from both the underground and open pit operations is classified as either low-grade or high-grade ore. If high-grade, material
is sent to a crushing system, consisting of a primary and secondary crusher, and reduced to a particle size of 80% passing minus / inches (19
millimetres). Material is then sent to the heap leach pad via overland conveyor/stacking. If low-grade, material is sent straight to the leach pad as
run-of-mine ore. Currently, there is one leach pad in operation which is divided in two sections, one for the crush ore and the other for run-of-mine
ore. A second pad, which is under construction, is expected to be operational in October, 2013. The leachate is sent to a carbon adsorption
desorptionrecovery plant, where a gold enriched liquor is obtained and sent to electrowinning cells to recover a sludge containing gold, silver and
some impurities. This step is followed by smelting to recover the goldsilver as dor.
Goldcorp has an operative refining agreement with Johnson Matthey for refining of dor produced from the mine. Goldcorps bullion is sold
on the spot market, by marketing experts retained in-house by Goldcorp. The terms contained within the sales contracts are typical and consistent
with standard industry practice, and are similar to contracts for the supply of dor elsewhere in the world. Part of the silver production is forward-
sold to Silver Wheaton.
Based on the current mine plan, life of mine capital costs are estimated at $1,120 million, or an average of $53 million per year. The
estimate includes capital costs, sustaining capital costs, capitalized exploration, and development and stripping costs. For the current life of mine
financials, which are the 2013 business plan for the mine, capital costs are based on operating experience and quotes received from manufacturers
during 2012. Sustaining capital costs reflect current price trends.
The results of a sensitivity analysis demonstrate that the Los Filos Mine financial outcome is most sensitive to variations in the gold grade
and gold price. The next most sensitive parameter is operating costs. Capital costs have the least influence on cash flows. The author of the Los
Filos Report has reviewed the financial analysis and confirm that the Los Filos Mine has positive economics until the end of mine life, which
supports Mineral Reserve declaration.
An infill and exploration drilling program is recommended, which will encompass about 31,185 metres of drilling at a total program cost of
about $9 million, assuming drilling costs of $155 per metre.

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3
4
CENTRAL AND SOUTH AMERICA
The Corporations properties in the Central and South America region include the Marlin Mine, the Pueblo Viejo Mine (40%), the Cerro
Negro Project, the El Morro Project (70%), the Alumbrera Mine (37 / %) and the Cerro Blanco Project. The Pueblo Viejo Mine and the Cerro
Negro Project, each described below, are considered to be material mineral properties to Goldcorp.
PUEBLO VIEJO MINE, DOMINICAN REPUBLIC
Goldcorp holds an indirect 40% interest in the Pueblo Viejo Mine. Barrick holds the other 60% interest in, and operates the Pueblo Viejo
Mine. The Pueblo Viejo Mine, located in the Dominican Republic is an open pit gold mine. Commercial production commenced at the Pueblo
Viejo Mine in January 2013.
Robbert Borst, C.Eng., formerly Associate Principal Mining Engineer, Roscoe Postle Associates Inc. (RPA), Chester Moore, P.Eng.,
Principal Geologist, RPA and Andr Villeneuve, P.Eng., Associate Metallurgist, RPA, prepared a technical report addressed to Pueblo Viejo
Dominicana Corporation (PVDC), the operating company for the joint venture partners, Barrick and Goldcorp in accordance with NI 43-101
entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic dated March 16, 2012 (the Pueblo
Viejo Report). Robbert Borst, Chester Moore and Andr Villeneuve are each qualified persons under NI 43-101. The following description of the
Pueblo Viejo Mine has been summarized, in part, from the Pueblo Viejo Report and readers should consult the Pueblo Viejo Report to obtain
further particulars regarding the properties held by the Pueblo Viejo Mine. The Pueblo Viejo Report is available for review under Goldcorps
profile on SEDAR at www.sedar.com .
All scientific and technical information in this summary relating to any updates to the Pueblo Viejo Mine since the date of the Pueblo Viejo
Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Pueblo Viejo
Report.
The Mineral Reserve and Mineral Resource estimates for the Pueblo Viejo Mine included in the following section have been reviewed and
approved by Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.
Property Description and Location
The Pueblo Viejo Mine is located in the central part of the Dominican Republic on the Caribbean island of Hispaniola in the province of
Sanchez Ramirez. The Pueblo Viejo Mine is 15 kilometres west of the provincial capital of Cotui and approximately 100 kilometres northwest of
the national capital of Santo Domingo, in an area of moderately hilly topography, and is situated on the Montenegro Fiscal Reserve which covers
an area of 4,880 hectares. The two main areas of alteration and mineralization are the Monte Negro and Moore deposits. The deposits of precious
and base metals consist of high sulphidation, quartz-alunite epithermal gold and silver deposits.
PVDC is the holder of the right to lease the Montenegro Fiscal Reserve by virtue of a special lease agreement of mining rights, effective as
of July 29, 2003 as amended in November 2009 (the Special Lease Agreement). The Special Lease Agreement provides PVDC with the right to
operate for a 25 year period, which was triggered on February 26, 2008, with rights of renewal allowing for a total of 75 years. Under the Special
Lease Agreement, PVDC is obliged to pay to the government of the Dominican Republic: income tax; a net smelter return royalty of 3.2%; and a
net profits interest with a rate that varies with the price of gold, and equals 28.75% when the internal rate of return equals ten percent.
The government of the Dominican Republic remains responsible for the relocation, where necessary, of those persons dwelling in the Los
Cacaos and El Llagal basins. The Pueblo Viejo Mine requires 146 permit approvals from 16 governmental agencies. As of the date of the Pueblo
Viejo Report, approval had been granted for 86 permits, 18 had been submitted to the government, and 42 had been identified to be prepared.
PVDC obtained ten authorizations for a power project which includes a 215 megawatt combined circle power plant to be installed in Quisqueya,
San Pedro de Macoris and a power transmission line approximately 110 kilometres in

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1
2
length to the Pueblo Viejo Mine. An additional eleven authorizations have been identified to be obtained in the future. During 2012, approval was
received to construct the Upper Llagal tailings dam to the 230 metre elevation.
Pursuant to the Special Lease Agreement, environmental remediation within the mine site and its area of influence is the responsibility of
PVDC, while the Dominican government is responsible for historic impacts outside the development area. However, agreement was reached in
2009 that PVDC would donate up to $37.5 million, or half of the governments total estimated cost of $75 million, for its clean-up responsibilities.
In December 2010, PVDC agreed to contribute the remaining $37.5 million on behalf of the government towards these clean-up activities.
In 2005, as updated in 2007, PVDC completed a feasibility study on the Pueblo Viejo Project (the Pueblo Viejo Feasibility Study). An
environmental and social impact assessment (ESIA) and environmental management plan (EMP) were approved by the Secretariat of State
for the Environment and Natural Resources on December 26, 2006 and the environmental licence No. 0101-06 was issued in January 2007 (the
Environmental Licence). Conditions of the Environmental License include detailed designs for tailings dams, installation of monitoring stations
and submission for review of the waste management plan and incineration plant design. An updated EMP including silver/copper recovery was
submitted on September 30, 2007, and subsequently approved in December 2010. An environmental evaluation report was submitted in 2008 to
address an increase in the planned processing rate to 24,000 tonnes per day, and the Environmental License was modified.
The Environmental Licence requires a compliance bond of approximately $16.4 million, corresponding to ten percent of the cost of the
Environmental Adjustment and Management Plan (PMAA) of the construction phase. Once the construction phase is completed, PVDC will
provide a bond that corresponds to ten percent of the amount of the updated PMAA defined for the operational phase. At the end of the
operational phase, PVDC will provide the corresponding bond at ten percent of the total amount of the PMAA for the closure and post closure
phases. PVDC is also required to create an environmental reserve fund to be held in an offshore escrow account funded at a rate equal to five
percent of all operational costs, other than costs of concurrent rehabilitation, until the funds are adequate to discharge PVDCs closure reclamation
obligations.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
Access to the Pueblo Viejo Mine from Santo Domingo is by a four lane, paved highway, which then connects to a paved, two lane,
secondary highway at the town of Piedra Blanca, approximately 78 kilometres from Santo Domingo, the location of the main port facility. A
network of haul roads is being built to supplement existing roads so that mine trucks can haul ore, mine overburden and limestone from the
various quarries. As well as the existing access roads, current site infrastructure includes accommodation, offices, truck shop, medical clinic and
other buildings, water supply, and old tailings impoundments with some water treatment facilities. Upgrade and renovations will be performed on
some of these facilities. The Pueblo Viejo Mine has filled most non-technical staff positions and labour requirements from local communities and
currently employs nearly 6,500 workers.
There is a tropical climate with little fluctuation in seasonal temperatures. The average annual temperatures are 25 degrees Celsius, and
temperatures range from daytime highs of 32 degrees Celsius to night time lows of 18 degrees Celsius. Annual rainfall is approximately 1,800
millimetres, with May through October

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typically being the wettest months. The Dominican Republic is in an area where hurricanes occur, with the hurricane season typically from August
to November.
The central region of the Dominican Republic is dominated by the Cordillera Central mountain range. The Pueblo Viejo Mine is located in
the eastern portion of the Cordillera Central mountain range where local topography ranges from 565 metres to approximately 65 metres above
sea level. There is little primary vegetation on the Pueblo Viejo Mine site and surrounding concessions. Secondary vegetation is abundant outside
of the excavated areas and can be quite dense.
The primary tailings storage area will be located in the El Llagal valley approximately 3.5 kilometres south of the plant site and consists of
two rockfill dams with saprolite cores. With respect to Mineral Reserve estimates, the current mine life is constrained by tailings storage
availability. Other potential tailings storage sites have been identified and negotiations are underway to obtain relevant permits.
The power supply for permanent operations will be completed in 2013. See Mining Operations. Due to significant construction delays
which have been incurred by the project with respect to power, PVDC has decided as a mitigation measure to use temporary alternatives,
including on-site generation supplying 13 megawatts, sufficient for pre-commissioning, supplemented by an additional 30 megawatts of power
generated on-site for commissioning. Power from the Monte Rio plant will replace the temporary connection to the national grid. Initial water for
earthworks and construction is being supplied largely from the Maguaca River, but also from the pipeline that connects the Hondo Reservoir and
the freshwater pond. Potable water for construction offices, dining rooms, toilets, and use mainly at the plant site, is being supplied during
construction from a temporary tank located north of the oxygen plant.
Domestic waste water from the various sites will be collected through an underground gravity sewer system. Separate, underground, gravity
systems will be built to serve the construction and operations camps. The clean effluent will be discharged to the local river system. Non-
hazardous domestic solid waste will be sent by truck to a central handling facility. An incinerator will be installed at the non-hazardous waste
dump to burn the solid waste.
History
The earliest records of Spanish mine workings at Pueblo Viejo are from 1505, although Spanish explorers sent into the interior of the island
during the second visit of Columbus in 1495 probably found the deposit being actively mined by the native population. The Spanish mined the
deposit until 1525, when the mine was abandoned in favour of newly discovered deposits on the American mainland. There are few records of
activity at Pueblo Viejo from 1525 to 1950, when the Dominican government sponsored geological mapping in the region. Exploration at Pueblo
Viejo focused on sulphide veins hosted in unoxidized sediments in streambed outcrops.
Rosario Resources Corporation of New York (Rosario) optioned the property in 1969. As before, exploration was directed first at the
unoxidized rock where sulphide veins outcropped in the stream valley and the oxide cap was only a few metres thick. As drilling moved out of the
valley and on to higher ground, the thickness of the oxide cap increased to a maximum of 80 metres, revealing an oxide ore deposit of significant
tonnage. In 1972, Rosario Dominicana S.A. was incorporated. Construction started in 1973 and open pit mining of the oxide deposits started in the
Moore area in 1975. In 1979, the Dominican Republic Central Bank purchased all foreign-held shares in the mine. Rosario continued exploration
throughout the 1970s and early 1980s, looking for additional oxide resources to extend the life of the mine. Rosario employed several drilling
methods. The majority of holes were vertical with a drill hole spacing ranging 20 metres to 80 metres. Core recoveries were reported to be
approximately 50% in areas of mineralization and within silicified material.
The Monte Negro, Mejita, and Cumba deposits were identified by soil sampling and percussion drilling, and were put into production in the
1980s. Rosario also performed regional exploration, evaluating much of the ground adjacent to the Pueblo Viejo concessions, with soil
geochemistry surveys and percussion drilling. An airborne electro-magnetic survey was flown over much of the Maimon Formation to the south
and west of the

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Pueblo Viejo Mine. With the oxide resources diminishing, Rosario initiated studies on the underlying refractory sulphide resource in an effort to
continue the operation and in 1986 and 1992, feasibility studies were conducted.
Rosario continued to mine the oxide material until approximately 1991, when the oxide resource was essentially exhausted. A carbon-in-
leach plant circuit and new tailings facility at Las Lagunas were commissioned to process transitional sulphide ore at a maximum of
9,000 tonnes per day. Results were poor, with gold recoveries varying from 30% to 50%. Selective mining continued in the 1990s on high-grade
ore with higher estimated recoveries. Mining in the Moore deposit stopped early in the 1990s owing to high copper content (which resulted in high
cyanide consumption) and ore hardness. Mining ceased in the Monte Negro deposit in 1998, and stockpile mining continued until July 1999, when
the operation was shut down. In 24 years of production, the Pueblo Viejo mine produced a total of 5.5 million ounces of gold and 25.2 million
ounces of silver.
Three companies were involved in Rosarios attempt to find a strategic partner in 1992 and 1996: GENEL JV, Mount Isa Mines Limited
(MIM), and Newmont Mining Corporation (Newmont). The process was never completed but each of the three companies conducted work on
the property for their evaluations. The GENEL JV expended six million dollars between 1996 and 1999 in studying the project and advancing the
privatization process. Studies included diamond drilling, developing a new geological model, mining studies, evaluation of refractory ore milling
technologies, socioeconomic evaluation and financial analysis. In 1996 and 1999, the GENEL JV drilled 20 holes, 11 in the Moore deposit and
nine in the Monte Negro deposit. All holes were drilled at an angle and down-hole surveys were performed. GENEL JV used a GPS to locate drill
holes and to survey the existing pits. In 1997, MIM drilled 31 holes for a total of 4,600 metres at Pueblo Viejo, 15 in the Moore deposit and 16 in
the Monte Negro deposit. Core size was HQ size with occasional reductions to NQ size as necessary to complete the holes. Five holes were
vertical and 26 were drilled at an angle. MIM collected a metallurgical sample from drill core, carried out detailed pit mapping, completed
induced polarization geophysical surveys over the known deposits and completed aerial photography over the mining concessions. MIM proposed
to carry out a pilot plant and use ultra-fine grinding/ferric sulphate leaching. In each of 1992 and 1996 Newmont had proposed to carry out a pilot
plant and feasibility study for ore roasting/bio-oxidation. Samples were collected for analysis, but no results are available.
In 2000, the government of the Dominican Republic invited international bids for the leasing and mineral exploitation of the Pueblo Viejo
sulphide deposits. Placer Dome was the successful bidder and the parties negotiated the Special Lease Agreement, which became effective on
July 29, 2003. Placer Dome conducted structural pit mapping of the Moore and Monte Negro open pits in 2002. Placer Dome also mapped and
sampled a 105 square kilometre area around the concessions as part of an ongoing environmental baseline study to identify acid rock drainage
sources outside the main deposit areas. Part of the regional mapping and sampling program focused on evaluating the potential for mineralization
in the proposed El Llagal tailings storage area. Mapping and stream sediment sampling were conducted in the El Llagal valley and adjacent
Maguaca and Naranjo river valleys. Further geotechnical evaluation of the El Llagal valley resulted in BGC Engineering Inc. drilling 20 core
holes and collecting numerous outcrop samples. Select samples identified with the most favourable mineralization were sent for gold and trace
element analysis. Placer Dome completed 3,039 metres of core drilling in 18 holes during 2002 and 15,424 metres of core drilling in 111 holes
during 2004 using thin-walled NQ size rods that produce 57 millimetre core. All but one of the holes was angled. Placer Dome drilled with
oriented core to calculate the true orientations of bedding, veining and faulting in the deposit areas. Drill holes were logged electronically using
codes, graphic logs, and geologists remarks. Geological information related to assay intervals was recorded on a geology log. A second log was
used to record structural information and a third log used to record geotechnical information.
In February 2006, Barrick acquired Placer Dome and subsequently sold a 40% stake in the Pueblo Viejo Project to Goldcorp.
Geological Setting
Regional Geology
The Pueblo Viejo Mine is hosted by the Lower Cretaceous Los Ranchos Formation, a series of volcanic

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and volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest. The
Los Ranchos Formation consists of a lower complex of pillowed basalt, basaltic andesite flows, dacitic flows, tuffs, and intrusions, overlain by
volcaniclastic sedimentary rocks, and interpreted to be a Lower Cretaceous intra-oceanic island arc, one of several bimodal volcanic piles that
form the base of the Greater Antilles Caribbean islands. The unit has undergone extensive seawater metamorphism (spilitization), and lithologies
have been referred to as spilite (basaltic-andesite) and keratophyre (dacite).
Local Geology
The Pueblo Viejo member of the Los Ranchos Formation is confined to a restricted, sedimentary basin measuring approximately
three kilometres north to south by two kilometres east to west. The basin is filled with lacustrine deposits that range from coarse conglomerate
deposited at the edge of the basin to thinly bedded carbonaceous sandstone, siltstone, and mudstone deposited further from the paleo-shoreline. In
addition, there are pyroclastic rocks, dacitic domes, and diorite dykes within the basin. The Pueblo Viejo member is bounded to the east by
volcaniclastic rocks, and to the north and west by Platanal Member basaltic-andesite (spilite) flows and dacitic domes. To the south, the Pueblo
Viejo member is overthrust by the Hatillo Limestone Formation.
Property Geology
Pueblo Viejo is a high sulphidation, quartz-alunite epithermal gold and silver deposit. High sulphidation deposits are typically derived from
fluids enriched in magmatic volatiles, which have migrated from a deep intrusive body to an epithermal crustal setting, with only limited dilution
by groundwater or interaction with host rocks. Major dilatant structures or phreatomagmatic breccia pipes provide conduits for rapid fluid ascent
and so facilitate evolution of the characteristic high sulphidation fluid. Mineralization is predominantly pyrite with lesser amounts of sphalerite
and enargite. Pyrite mineralization occurs as disseminations, layers, replacements, and veins. Sphalerite and enargite mineralization is primarily in
veins, but disseminated sphalerite has been noted in core.
The Moore deposit is located at the eastern margin of the Pueblo Viejo member sedimentary basin. Stratigraphy consists of finely bedded
carbonaceous siltstone and mudstone overlying horizons of spilite, volcanic sandstone, and fragmental volcaniclastic rocks. The entire sequence
has a shallow dip to the west. The eastern margin of the sedimentary basin hosting the Moore deposit is defined by fragmental volcaniclastic rocks
and non-carbonaceous sedimentary rocks. Bedding generally dips shallowly westwards (less than 25 degrees) but locally, steep faults with
northeast and northwest strikes have rotated bedding into steep orientations. The northeast faults appear to link with a northwest trending fault that
controls the eastern margin of the Moore dacite porphyry and is a boundary to a gold-bearing pyrite vein zone at North Hill. The westward-
dipping thrust and bedding plane faults offset pyrite veins with only minor displacement evident. The faults are associated with an intense
cleavage and bedding-parallel quartz veins with gold mineralization. In the Moore deposit, silica and kaolinite are more common in the upper
parts of the system. In the now depleted oxide mineralization, silicification was closely associated with gold mineralization and caused
mineralized zones to form hills with relief of about 200 metres. Locally, veins and masses of pyrophyllite cut the jasperoid bodies.
The Monte Negro deposit is located at the north-western margin of the sedimentary basin. Stratigraphy consists of inter-bedded
carbonaceous sediments ranging from siltstone to conglomerate, interlayered with volcaniclastic flows. These volcaniclastic flows become thicker
and more abundant towards the west. In the eastern part of the Monte Negro deposit area, the bedding dip is shallow to the southwest; in the west,
the dip is shallow to the northwest. The Monte Negro Sediments overlie a horizon of spilite and partly silicified, spilite-derived conglomerate. The
conglomerate consists of pebble to boulder size clasts of spilite that are often silicified and a light pink colour. Silicification is likely volcanogenic,
occurring prior to the sedimentation of the basin. The conglomerate horizon represents either a basal conglomerate channelled into the margin of
the basin or a reworked, brecciated flow top of the spilite below. The horizon ranges in thickness from tens of metres to non-existent and is likely
filling channels in the uneven spilite surface below. In Monte Negro, silica and kaolinite are more abundant in the upper portions of the deposit,
and a silica cap is present. Silicification is more widespread at Monte Negro and not as closely associated to gold mineralization. Regardless, gold
content is typically higher in silicified or partially silicified (quartz-pyrophyllite) rock.
Exploration

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The main components of PVDCs 2006 exploration program, were data compilation and integration, rock sampling and pit mapping,
alteration studies, geophysical surveys (induced polarization pole dipole and ground magnetic readings), geochemical surveys and diamond
drilling. In 2009, PVDC undertook a major re-logging program of all historical drill core, carried out detailed geological mapping of pits and
construction excavations, and reinterpreted the geological models underpinning Mineral Resource and Mineral Reserve estimates. In 2010, PVDC
continued the detailed in-pit and construction excavation, and also undertook a close-spaced reverse circulation grade control drilling program for
Phase 1 pit shells in the Moore and Monte Negro open pits.
Mineralization
The Pueblo Viejo deposits are classed as high sulphidation, epithermal gold and silver of the quartz-alunite style. They are characterized by
veins, vuggy breccias and sulphide replacements ranging from pods to massive lenses, occurring generally in volcanic sequences and associated
with high-level hydrothermal systems. Acid leaching, advanced argillic alternation, and silicification are characteristic alternation styles. Grade
and tonnage varies widely. Pyrite, gold, electrum and enargite/luzonite are typical minerals and minor minerals include chalcopyrite, sphalerite,
tetrahedrite/tennantite, galena, marcasite, arsenopyrite, silver sulphosalts, and tellurides.
There were three stages of advanced argillic alteration associated with precious metal mineralization. The third stage of mineralization
occurred when hydro-fracturing of the silica cap produced pyrite-sphalerite-enargite veins with silicified haloes. Individual stage three veins have
a mean width of four centimetres and are typically less than ten centimetres wide. Exposed at the surface, individual veins can be traced vertically
over three pit benches (30 metres). Veins are typically concentrated in zones that are elongated north-north-west and can be 250 metres long,
100 metres wide and 100 metres vertical. Stage three veins contain the highest precious and base metal values and are more widely distributed in
the upper portions of the deposits. The most common vein minerals are pyrite, sphalerite, and quartz with lesser amounts of enargite, barite, and
pyrophyllite. Trace amounts of electrum, argentite, colusite, tetrahedrite-tennantite, geocronite, galena, siderite and tellurdes are also found in
veins.
Gold is intimately associated with pyrite veins, disseminations, replacements, and layers within the zones of advanced argillic alteration.
Gold values generally are the highest in zones of silicification or strong quartz-pyrophyllite alteration. These gold-bearing alteration zones are
widely distributed in the upper parts of the deposits and tend to funnel into narrow feeder zones. Gold occurs as native gold, sylvanite (AuAgTe
), and aurostibnite (AuSb ). The principal carrier of gold is pyrite where the sub-microscopic gold occurs in colloidal-size micro inclusions (less
than 0.5 micrometres) and as a solid solution within the crystal structure of the pyrite. Silver content tends to correlate gold content and silver has
a strong association with stage three veins, where it occurs in a variety of minerals. Most copper occurs as enargite hosted in stage three veins and
only trace amounts of chalcocite and chalcopyrite have been recorded. The majority of zinc occurs as sphalerite, primarily in stage three veins and
also as disseminations. Lead minerals include galena, geocronite, boulangerite, and bournonite, most of which are present as fine inclusions or
within fractures in pyrite, sphalerite, and enargite. Elevated lead values were found in the structural feeder zone in the Moore deposit and lead may
provide clues on where to search for other feeder zones.
The Moore Deposit
Pyrite-rich, gold-bearing veins at Moore have a mean width of four centimetres and are steeply-dipping with a trend commonly northwest.
Secondary pyrite vein-sets trend north-south and northeast.
Thinly bedded carbonaceous siltstones and andesitic sandstones in the West Flank dip shallowly westwards. Dips increase towards the west
where north-trending thrusts displace bedding. Pyrite and limonite-rich veins with gold mineralization are sub-vertical and trend commonly
northwest. Quartz veins with gold trend northwest oblique to the pyrite veins have a similar strike to the interpreted contact with the overlying
Hatillo limestone. They also occur as tension-gash arrays in centimetre-scale dextral shear zones that trend northwest. Two main northeast faults
were mapped across the West Flank, sub-parallel with the Moore dacite porphyry contact.
Bedding to the north of the Moore dacite porphyry dips shallowly westwards. There are three steep-dipping, gold-bearing, pyrite-rich vein
sets: northwest, northeast and northsouth. Northwest trending veins generally

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4 2
contain enargite and sphalerite, while northeast trending veins are more pyrite pyrophyllite rich. The average vein width is 3.5 centimetres.
The Monte Negro Deposit
Pyrite-rich veins with gold mineralization are sub-vertical and have bimodal trends, which are interpreted to form conjugate sets. The mean
width is two centimetres. The northwest trending set is sub-parallel to the strike of bedding and fold axes. Enargite and sphalerite-bearing veins
with gold dominantly trend northeast and have a mean width of three centimetres. The combination of vein trends forms a high-grade gold zone
(Vein Zone One) which extends 500 metres northwest, and is 150 metres wide and up to 100 metres thick between the F5 Fault to the east and the
Main Monte Negro Fault to the west. The fault pattern is dominated by steep north-northwest trending faults sub-parallel to the dominant pyrite
vein set. The main Monte Negro Fault is a 25 metre by 500 metre zone of silicification, brecciation, mineralization, folding, and faulting.
Close to the interpreted Monte Negro Fault, bedding dips more westerly and strikes north-north-west. Mineralized veins at the Monte Negro
South Zone are relatively pyrite-poor, sphalerite-rich, and wider (five centimetres to six centimetres). The veins are sub-vertical and trend north-
west. The episodic vein fill demonstrates a clear paragenesis (massive pyrite-enargite-sphalerite-grey silica). Shallow-dipping bedding and sub-
vertical sphalerite-silica veins on the southern margin of Monte Negro South are cut by a westerly-dipping thrust and the fault dips 35 degrees.
The main zone of gold mineralization that results from this combination of structures extends for approximately 150 metres along the West Thrust
Fault.
The primary controls on the geometry of the gold deposits at the Pueblo Viejo Mine are strong quartz-pyrophyllite alteration and quartz-
pyrite veining along sub-vertical structures and stratigraphic zones. The veins are tens of centimetres wide but are most commonly less than two
centimetres wide. Narrow veinlets occur along bedding planes and along fracture surfaces. These veins are commonly highly discordant to
bedding but locally branch out along shallow-dipping bedding planes, linking high angle veins in ladder-like fashion without obvious preferred
orientations. These veins served as feeders to the layered and disseminated mineralization that occurs in shallower levels in the deposit. The result
is composite zones of mineralization within fracture systems and stratigraphic horizons adjacent to major faults that served as conduits for
hydrothermal fluids. The outer boundary of advanced argillic alteration, combined with lithological and veining zones were used to generate
domains for Mineral Resource estimation.
Drilling
Drilling campaigns have been conducted by most of the participating companies over the years, for a total of 1,814 holes representing
138,349 metres. PVDC completed 10,015 metres of core drilling in 53 holes during 2006 using thin-walled NQ rods that produce 57 millimetre
core. Drill pads were located using GPS or surface plans where the GPS signal was weak, and were marked with wooden pegs. After completion,
the drill hole locations were surveyed in Universal Transverse Mercator coordinates by a professional surveyor, translated into the mine
coordinate system, and entered into the drill hole database. Two or three down-hole surveys were completed in all drill holes using a Sperry-Sun
single-shot survey camera. Surveys were spaced every 60 metres to 75 metres, and deviation of the drill holes was minimal. Azimuth readings
were corrected to true north by subtracting 10 degrees.
A total of 67,127 metres were drilled in 2007, resulting in the discovery of new deeper mineralization on the east side of Monte Negro and
additional mineralization in the west part of the Moore pit. During 2008, PVDC completed 121 diamond drill holes for 28,067 metres. The
programs targeted definition drilling on open mineralization at Monte Negro North, definition drilling between the Moore and Monte Negro pits
and geotechnical drilling to define pit slope parameters. In addition 19 diamond drill holes for 3,366 metres were drilled into the limestone areas
to assist in the definition of limestone quality for construction and processing purposes. In 2010, PVDC undertook a close-spaced, reverse
circulation, grade control drilling program for phase one pit shells in the Moore and Monte Negro open pits. This drilling comprised 1,120 holes
for 38,485 metres in Monte Negro and 593 holes for 22,026 metres in Moore. In-fill reverse circulation drilling of 33 holes for 5,306 metres was
also carried out within the limestone resource areas. PVDC continued close-spaced reverse circulation grade control drilling program for Phase 1
pit shells in the Moore and Monte Negro pits. A total of 22,876 metres were completed in 2011.

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Sampling and Analysis
Sample intervals were normally two metres, but were shortened at lithological, structural, or major alteration contacts. Three metre samples
are used in non-mineralized zones. Prior to marking the sample intervals, geotechnicians photographed and geotechnically logged the core, then a
geologist quick-logged the core, marking all the geological contacts. Geotechnicians then marked the sample intervals and assigned sample
numbers. After the sample intervals were marked, the geologist logged the core in detail and the core was sent for sampling where it was cut into
halves using a core saw. Drill core is cut in half with a diamond blade saw at site. The entire second half of core is kept for records and future
metallurgical test work, and the other half is placed in sample bags and numbered. Since mid-2010, sub-samples are prepared on-site and the
pulverized samples are sent to Acme Analytical Laboratories Ltd. in Santiago and ALS Chemx Labs Ltd. in Peru. PVDC currently requests gold
assays by fire assay with atomic absorption on 30 gram aliquots and gravimetric finishes for all assays exceeding ten grams per tonne of gold.
Silver and zinc values are analyzed using aqua regia digestion method and atomic absorption finish. A 35-element inductively coupled plasma
atomic emission spectroscopy analysis is done on all samples. Sulphur and carbon are assayed by LECO furnace.
The QA/QC procedures in place since 2007 consist of the introduction of blanks, commercial standard reference materials for gold, and core
duplicates into the sampling process. Each batch is submitted with 76 samples, of which two are blanks, two to three are standards, two are core
duplicates, two are coarse duplicates, and seven are cleaning blanks. Since August 1, 2007, PVDC began sending five percent of the pulps to a
secondary laboratory. The ACME on-site preparation facility carried out regular granulometric control tests on approximately three percent of the
crushed and pulverized material. The results were monitored by ACME and PVDC personnel. Monitoring is undertaken batch by batch basis. Any
check results that fell outside the established control limited, PVDC examined the cause and, if found not to be the result of a sample number
switch, the relevant batch was re-assayed.
Barrick reviewed assays for MIM, GENEL JV, Rosario and Placer Dome drilling in both the Moore and Monte Negro deposits. In general,
it found reasonable agreement of the orientation, tenor, and thickness of mineralization between drilling campaigns in both deposits where MIM,
GENEL JV, Rosario, and Placer Dome drill holes cross. Histograms of the historical drilling campaigns show that the diamond core drilling from
all campaigns except PVDC compare well with the global distribution. The PVDC drilling was targeted at the periphery of the existing
mineralization so that overall lower grades would be expected. Information from these holes should have been removed from the data base but this
does not constitute a material issue. Approximately 2.5% of the Rosario data have been verified against original documents. The Rosario core,
reverse circulation and some rotary data are generally reliable and those that are considered to be of questionable validity have not been used in
resource estimates. As noted earlier, most of the shallow Rosario drill holes were drilled in oxide areas now mined out and have virtually no
influence on sulphide Mineral Resource estimates. GENEL JV and Placer Dome data have been verified and are considered reliable. MIM data
has not been verified against original documents and there is some risk involved with using that data. On the basis of comparisons between
mineralized intersections in MIM holes and those in nearby Placer Dome holes, the risk of using the MIM data is considered to be acceptable.
Placer Dome data has been verified against original documents and is considered to be reliable. The authors of the Pueblo Viejo Report also
undertook some verification checks of data against original documents.
The authors of the Pueblo Viejo Report concluded that the drilling data are acceptable for the purposes of overall Mineral Resource and
Mineral Reserve estimation and economic assessments. Some of the data may result in minor inaccuracies in local estimates.
Security of Samples
Prior to making geotechnical measurements, the entire core interval is removed from the core box and placed in a long trough made of
angle-iron. The fractures in the core are lined up, and artificial fractures are identified. This process allows the technician to mark the orienting
line on the core for a better estimate of core recovery. The core is cut in half and the entire second half of core is kept for records and future
metallurgical testwork. The archived half of the core is stored on site for future reference in suitable storage conditions. The sampled half is placed
in plastic sample bags marked with the appropriate sample number and sealed with a

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numbered security tag. Since mid-2010, PVDC has been preparing the sub-samples on-site and sending the pulverized samples to commercial
laboratories.
The authors of the Pueblo Viejo Report reviewed the descriptions of drilling and related practices and, in 2011, visited the site and held
discussions with site geologists. The quality of drilling and related practices has varied over history. The authors of the Pueblo Viejo Report
consider results from PVDC to be acceptable and to have shown that sample preparation carried out by PVDC and assaying completed by the
commercial laboratories are suitable for resource estimate purposes. The authors of the Pueblo Viejo Report further consider sample security to be
adequate and to meet industry standards.
Mineral Reserve and Mineral Resource Estimates
The following table sets forth the estimated Mineral Reserves for Goldcorps 40% interest in the Pueblo Viejo Mine as of December 31,
2012:
Proven and Probable Mineral Reserves

The following table sets forth the estimated gold, silver and copper Mineral Resources for Goldcorps 40% interest in the Pueblo Viejo Mine
as of December 31, 2012:
Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources
(excluding Proven and Probable Mineral Reserves)


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Grade Contained Metal
Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams per

tonne)
(grams per

tonne) (%)
(millions of

ounces)
(millions of

ounces)
(millions of

pounds)
Proven 13.88 3.49 25.66 0.08 1.56 11.45 25
Probable 96.06 2.74 16.54 0.10 8.45 51.08 207
Proven + Probable 109.94 2.83 17.69 0.10 10.01 62.53 232

(1) The Mineral Reserves for Pueblo Viejo Mine set out in the table above have been reviewed and approved by Maryse Belanger, P.Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.
(2) No cut-off grade is applied. Instead the profit of each block in the Mineral Resource is calculated and included in the Mineral Reserve if the
value is positive.
(3) Mineral Reserves are estimated using an average long-term gold price of US$1,500 per ounce.
(4) Numbers may not add up due to rounding.
Grade Contained Metal
Category Tonnes Gold Silver Copper Gold Silver Copper
(millions)
(grams
per tonne)
(grams per

tonne) (%)
(millions
of
ounces)
(millions of

ounces)
(millions of

pounds)
Measured 2.61 2.47 15.20 0.12 0.21 1.28 7
Indicated 78.17 2.13 11.82 0.09 5.36 29.71 157
Measured + Indicated 80.78 2.14 11.93 0.09 5.57 30.99 164
Inferred 6.57 2.18 14.32 0.07 0.46 3.02 11

(1) The Mineral Resources for Pueblo Viejo Mine set out in the table above have been reviewed and approved by Maryse Belanger, P.Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the CIM Standards.
(2) Mineral Resources are estimated at a break-even cut-off grade of 1.2 grams per tonne gold equivalent.
(3) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources do not have demonstrated economic viability.
(4) Based on a gold price of US$1,650 per ounce, a silver price of US$30 per ounce and a copper price of $3.50 per pound.
(5) Numbers may not add due to rounding.
(1)(2)(3)(4)
(1)(2)(3)(4)(5)
Mining and Processing Operations
The Pueblo Viejo Mine consists of two open pits: Moore and Monte Negro. Mining operations will be undertaken by a conventional truck
and shovel method. Mine development began in August 2010 and current mine activity is in the Monte Negro 1 and Moore 1 phases, and initial
production is anticipated to be in mid-2012. Processing higher grade ore in the early years, while stockpiling lower grade ore for later processing,
results in a mine life of 18 years and a processing life of 36 years. Only Measured and Indicated Resources have been used for revenue estimation
in the pit optimization and mine design work. Inferred Resources within the mine design have been considered as waste and have only been
reported to indicate possible opportunities for additional mining inventories. Maximum gold and silver production are achieved in years 2012 to
2017 when the gold grade delivered to the plant is over four grams per tonne and a total of six million ounces of gold and 30 million ounces of
silver are recovered. The maximum ore stockpile capacity requirement is approximately 150 million tonnes reached in 2029.
The pit stages have been chosen to facilitate the early extraction of the higher grade ore. Elevated initial cut-off grades have been used for
this purpose. Notwithstanding, the driver of the mine schedule will be the sulphur blending requirement. This variable is as important as the gold
grade, because the metallurgical aspects of the processing operation, the recoveries achieved, and the processing costs, all strongly depend on a
very stable, low-variability sulphur content in the plant feed. A sophisticated stockpiling and blending system is being implemented to ensure a
stable sulphur feed to the mill, while at the same time, maximizing gold grades in the early years. Total ore on stockpiles will reach a maximum of
approximately 150 million tonnes.
All waste rock from the Moore and Monte Negro pits will be hauled to the El Llagal tailings area, with potential acid generating waste being
submerged in the tailings facility The total storage capacity of the tailings storage facility will be for 450 million cubic metres of waste material
(waste volume) resulting from storing 262 million tonnes of waste from the processing plant as well as 268 million tonnes of waste rock. The
methodology used by PVDC for pit limit determination, cut-off grade optimization, production sequencing and scheduling, and estimation of
equipment/manpower requirements is in line with standard industry practices. However, the capacity of the tailings storage facility could present
an operational risk. All tailings and potential acid draining waste rock is stored in the Lower and Upper El Llagal tailings dams and the plant
throughput is limited by the storage capacity of the tailings storage facility. Any additional waste rock, tailings or unexpected water flowing in the
tailings storage could compromise production rates, if only for a limited period of time.
The processing method requires a significant amount of slurry and lime derived from high quality limestone. The limestone tonnage
required, with acceptable quality, has been located in the vicinity of the Pueblo Viejo Mine. Ground limestone and lime are required to neutralize
acidic liquors and to control the pH in the carbon in leach circuit. The proposed limestone plant will include primary crushing and screening,
grinding, calcining, and lime slaking.
The processing rate and the nominal plant capacity is set at 24,000 tonnes per day. Commissioning of the four autoclaves started in February
2012. The first gold pour was achieved in August 2012 and 111,635 gold ounces were produced during the year. During startup of the first three
autoclaves a number of issues were found that required shutdown and several modifications to the autoclaves. These new modifications were
completed on autoclave number 4 by years end and it has been running for a short while at design capacity of 250 tons/hour. These modifications
will now be made to the other three autoclaves to increase their throughput to the design capacity.
There is a risk of not achieving the planned throughput of 24,000 tonnes per day in some years during the life of the mine, considering that
the average sulphur grade of the Mineral Reserves in the final pit design exceeds 6.8% and the expected sulphur content decay could be slower
than calculated. In the worst case scenario, the processing rate could drop to 22,000 tonnes per day. Pressure oxidation (autoclave) of the whole
ore followed by cyanidation of gold and silver in a carbon in leach circuit produced satisfactory results in test work and is the adopted processing
methodology. The higher gold recovery and associated cash flow mitigate the high energy operating cost and the high capital cost of the oxidation
circuit.
Power requirements will be approximately 175 megawatts per day for the full production rate. PVDC will supply power for permanent
operations from a new power plant that it is building near San Pedro de Macoris on the south shore of the Dominican Republic. The output will be
215 megawatts. The plant will operate on

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heavy fuel oil and will be connected to the mine by 110 kilometres of private transmission line that is being constructed by PVDC. The Hatillo
and Hondo Reservoirs will supply fresh water to the site. Reclaimed water from tailing storage facilities will only be used as a supplementary
water supply under drought and flood situations. The potable water will be a treated system.
Cumulative expenditures to date, including accrued management fees, amounted to $3.755 billion. In addition, there will be approximately
$300 million to be spent for the construction of the 215 megawatt power plant. If full capital expenditure for construction is included, payback
occurs near the midpoint of 2022. The total operating cost is estimated to be approximately $17.1 billion over the mine life ($18.1 billion
including a net smelter return royalty and management fee).
PVDC intends to meet compliance standards for water release from new mine development upon commencement of operations and within
five years of start of construction for previously disturbed areas.

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Monitoring will be undertaken at the site and the regional receiving environment during mine operations and into the post closure period. Water
levels behind El Llegal Dam 1 and Dam 3 will be maintained at the lowest possible level at all times to provide sufficient storage for the
calculated 200 year return period storm event. At El Llegal Dam 1 storage capacity will not be sufficient for the 200 year design storm event until
the seventh year.
Acid rock drainage studies confirmed that historic mining and current acid rock drainage generation within the mine site had severely
impacted the surrounding area. The Mejita and Las Lagunas tailing storage facilities were constructed during previous mine operation and it is
reported that uncontrolled seepage has occurred from these impoundments since they were commissioned and that the geotechnical stability of the
earth embankment dams and foundation suitability is questionable. Acting as agents for the government, PVDC is implementing an action plan to
install infrastructure for capturing acid rock drainage water and to reinforce the Mejita dam, and EnviroGold Limited is developing an operation
for re-treating Las Lagunas tailings. PVDC will also build a water treatment plant larger than would otherwise be required for mining operations.
It is understood that the Las Lagunas project area would become the responsibility of the Dominican government on completion of the Pueblo
Viejo Project and that no liability should fall to PVDC. However, because of the proximity of the area to PVDCs operations and the uncertainty
of the political and environmental environment in seven or more years time, there is some risk that PVDC may become involved. Any
involvement should not represent a material risk to the Pueblo Viejo Mine.
PVDC plans to progressively reclaim the mine site as sections of the site become available.

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CERRO NEGRO PROJECT, ARGENTINA
The Cerro Negro Project is indirectly wholly-owned by Goldcorp. The Cerro Negro Project, located in southern Argentina, is an advanced-
stage development project containing several high-grade vein structures, including Eureka, Mariana Central, Mariana Norte, San Marcos, Bajo
Negro and Vein Zone.
Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp and Sophie Bergeron, eng., Senior Mining Engineer,
Goldcorp, prepared a technical report in accordance with NI 43-101 entitled Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-
101 Technical Report on Updated Feasibility Study dated April 5, 2011 (the Cerro Negro Report). Maryse Belanger and Sophie Bergeron are
each qualified persons under NI 43-101. The following description of the Cerro Negro Project has been summarized, in part, from the Cerro
Negro Report and readers should consult the Cerro Negro Report to obtain further particulars regarding the Cerro Negro Project. The Cerro Negro
Report is available for review under Goldcorps profile on SEDAR at www.sedar.com .
All scientific and technical information in this summary relating to any updates to the Cerro Negro Project since the date of the Cerro Negro
Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Cerro Negro
Report.
The Mineral Reserve and Mineral Resource estimates for the Cerro Negro Project included in the following section have been reviewed and
approved by Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.
Project Description and Location
The Cerro Negro Project contains six known major mineralized zones, including Bajo Negro, Eureka, Mariana Central and Mariana Norte,
San Marcos and Vein Zone and is located about 345 kilometres by road southwest of Comodoro Rivadavia in the Province of Santa Cruz. The
Cerro Negro Project is held in the name of Oroplata S.A. (Oroplata), an indirectly wholly-owned subsidiary of Goldcorp, and consists of ten
mining leases (minas) totalling 21,548 hectares, and three exploration licence applications (cateos), covering 5,338.8 hectares. A thin gap 20
metres wide by 3,000 metres long currently exists internal to the tenements and Goldcorp has initiated the process required to eliminate the gap.
Tenure for minas is indefinite, providing that annual payments are made in February and July each year. Until granted, there are no expiry dates
for cateos.
The tenements lie on parts of five estancias (farms), respectively Cerro Negro, El Retiro, La Unin, Mariana and Los Tordos. Goldcorp has
access and occupation agreements with the owners of the Cerro Negro, El Retiro, La Unin and Los Tordos estancias in force allowing access to
ground that is not controlled and allowing exploration activities to be conducted. From 2006 to 2010, Andean purchased the surface title to about
11,100 hectares of the Cerro Negro, Mariana and Los Tordos estancias that overlay deposits and adjacent prospects.
Newcrest Mining Ltd. has a royalty of $1 million in the event that a proven ore reserve (as defined by the Australasian Joint Ore Reserves
Committee Code) of greater than one mega-ounce of gold is delineated and that the constructed plant has achieved 80% of its designed operating
capacity for ten consecutive days. A royalty of three percent will be payable to the Province of Santa Cruz. In addition, there is a Provincial
Sustainability Fund royalty of up to one percent net smelter return and a Municipality Sustainability Fund royalty of 1% of net earnings. An
advance payment of a portion of the Provincial royalty was made pursuant to an agreement entered into with the Province of Santa Cruz at the end
of 2012. The advance payment will be recovered from future payments once production begins.
Environmental liabilities are limited to those that would be expected to be associated with a project that is in the pre-development phases,
and includes an exploration decline and associated infrastructure, roads, and exploration drill pads. An environmental impact report has been
lodged for the Cerro Negro Project and is updated annually. On December 13, 2010, the Santa Cruz Province approved the environmental impact
assessment for development and production, based on the 2010 feasibility study completed by Andean. In December 2011, the Cerro Negro
Project received approval of an amended Environmental Impact Assessment (EIA) by the Provincial authorities in Santa Cruz province. The
approval of the amended EIA permits construction of the plant with throughput increased from 1,850 tonnes per day to 4,000 tonnes per day and
the concurrent mining of three veins:

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Eureka, Mariana Central and Mariana Norte. Goldcorp will need to obtain and maintain the appropriate permits under local, state and federal laws
to allow mining operations. Goldcorp has ensured that the current exploration activities are also appropriately permitted.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
Vehicle access to the Cerro Negro Project takes approximately 1.5 hours from Perito Moreno. Within the Cerro Negro Project, a network of
internal gravel roads service the various prospecting and exploration sites. Principal access to the Cerro Negro Project will be via the construction
of a new road, approximately 45 kilometres in length from the Construction Site / Plant area to Highway 39, on land owned by Goldcorp.
The Cerro Negro Project is located in the arid to semi-arid Patagonian Region of Argentina. The site is affected by strong, persistent
westerly winds, particularly in the warmer months and average annual temperature is 7.7 degrees Celsius. The average annual rainfall is 172
millimetres. It is expected that any planned mining activity will be able to be conducted year-round. Road access can occasionally be curtailed or
temporarily slowed for short periods if exceptionally heavy snowfall occurs.
Power to all facilities is currently generated by diesel generators. Generators are installed at the new Eureka substation which will provide
all of Eurekas surface and underground electricity requirements until connection to the grid is completed. Additional generators supply power to
both Marinace Central and Marian Norte development areas. Water for potable and industrial use at Cerro Negro is supplied from a bored wells, at
various locations. The water quality from the wells is to potable standard and does not require any treatment other than filtration. The Cerro Negro
Project has no formal settlements within its boundaries and the closest towns are Perito Moreno (population 4,200), located approximately 75
kilometres by road, and Las Heras (population 12,206), located 107 kilometres to the northeast, which can provide basic services. Most supplies
and services are sourced from Caleta Olivia, Comodoro Rivadavia or Buenos Aires. There is an available workforce that requires training. Power
will be supplied from a grid connection and the Cerro Negro Project would have an installed maximum power demand of approximately 30
megawatts. Water supply to the process plant and infrastructure will be provided from bored water wells located in the valley adjoining the plant
site. Transport of dor will be through Comodoro Rivadavia and Buenos Aires to the final refinery destination.
The Cerro Negro Project lies on the Deseado Massif. Topography is generally gently rolling with a few deeply incised valleys. Elevations
range between 300 metres above sea level and 600 metres above sea level. Low scrub bushes and grass that are typical of areas with a harsh
climate and poor soils constitute the vegetation in the area.
History
Gold mineralization was first recognized in the Cerro Negro Project area in 1992. Minera Newcrest Argentina S.A. (Newcrest) undertook
a reconnaissance exploration program over the Deseado Massif region in 1993, which identified mineralization at the Eureka, Mariana, El Retiro,
and Las Margaritas and Vein Zone areas. Newcrest picked up an option over the Silica Cap prospect tenement and applied for additional ground to
cover the identified gold anomalous areas. Preliminary mapping and sampling of Vein Zone and Silica Cap were completed in 1994.
Newcrest completed geological mapping and sampling in 1995, which identified significant mineralization and identified several anomalous
zones. Pegasus Gold International Inc. (Pegasus) joint-ventured the Eureka-Mariana portion of the Newcrest tenure in 1996, and undertook 13
reverse circulation drill holes and conducted trenching at the San Marcos prospect. Due to non-maintenance and Newcrest dropping its option on
the Silica Cap claim, the resulting open ground was staked by MIM Argentina Exploraciones (MIM) in June 1995. Between 1995 and 1996,
MIM completed rock-chip sampling of the Vein Zone and Silica Cap prospects; dipole-dipole induced polarization and ground magnetic
geophysical surveys; and property-wide geological mapping, rock and soil sampling, and trenching. A total of 17 reverse circulation drill holes
were completed in the areas.

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In 1997, Newcrest and MIM entered a joint venture and completed geological mapping at the Eureka, Las Margaritas, and Mariana Sur
prospects; a soil geochemistry orientation study and mobile metal ion soil geochemistry survey; portable infrared mineral analyzer analysis of clay
alteration minerals in samples from 11 reverse circulation holese; preliminary metallurgical studies; trenching; ground magnetics and dipole-
dipole induced polarization geophysical surveys; an airborne radiometric and aeromagnetic geophysical survey; and 13 core and 47 reverse
circulation holes. Newcrest withdrew from the joint venture in early 1999, and MIM gained 100% control of the Cerro Negro Project.
Oroplata optioned the Cerro Negro Project from MIM in 2000. Work completed from 2000 to 2003 consisted of evaluation and ground
checking of Landsat and ASTER spectral anomalies; reconnaissance mapping and sampling; and 22 reverse circulation drill holes.
In December 2003, Andean Resources entered into an agreement with MIM to acquire a 51% interest in the Cerro Negro Project, and
subsequently acquired a 100% interest through the acquisition of Oroplata Pty Ltd., the parent entity of Oroplata. Andean undertook data
validation, geological mapping, reconnaissance rock chip sampling, backhoe trenching, gradient-array resistivity, dipole-dipole resistivity,
gradient-array chargeability, and ground magnetic surveys, petrographic and mineralogical descriptions, and 591 reverse circulation and core drill
holes, totalling 140,599 metres. Mineral Resource estimates were undertaken in each year from 2005 to 2010. A pre-feasibility study was
completed in 2008, and a feasibility study was completed in 2010.
Since the acquisition of the Cerro Negro Project in December 2010, Goldcorp has completed further drilling, which identified significant
additional mineralization at the Mariana Central, Mariana Norte, San Marcos deposits and their extensions. As a result, in April 2011 Goldcorp
completed the Cerro Negro Report, an updated feasibility study, to incorporate this additional mineralization.
Geological Setting
Regional Geology
The Cerro Negro Projects gold-silver veins are situated near the western margin of the Deseado Massif, a 60,000 square kilometre rigid
crustal block in southern Argentina bounded to the north by the Ro Deseado, to the south by the Ro Chico, to the east by the Atlantic coast, and
to the west by the Andean Cordillera.
Local Geology
The known deposits and prospects at the Cerro Negro Project are distributed within a volcanic-subvolcanic complex which was intruded and
overlain by a series of rhyolite domes. The eruptive products of the rhyolitic volcanic events form an ignimbrite apron. Some of these are post-
mineral and have preserved the epithermal systems. Lacustrine sediments, travertine, and sinter deposited on the Late Jurassic paleo-surface also
lie stratigraphically above the Au-Ag deposits. Older ignimbrites that lie east of the volcanic-subvolcanic complex host mineralization at Bajo
Negro and Vein Zone. Structurally, the area shows a pattern of dominant northwest and subordinate east-west faults considered to form the
margins of a series of pull-apart basins. Gold-silver veins were emplaced in both east-west- and northwest-trending faults.
Property Geology
The deposits within the Cerro Negro Project are considered to be examples of low-sulfidation, epithermal gold-silver deposits. These
deposits were formed as high-level hydrothermal systems, varying in crustal depth from about one kilometre to near-surface settings beneath
surficial hot springs. Host rocks are extremely variable, ranging from andesite to rhyolite ignimbrites and volcaniclastic sedimentary units. Calc-
alkaline andesitic compositions predominate as volcanic rock hosts, but deposits can also occur in areas with bimodal volcanism and extensive
subaerial ashflow deposits. A third, less common association is with alkalic intrusive rocks and shoshonitic volcanics. Clastic and epiclastic
sediments in intra-volcanic basins and structural depressions are the principal non-volcanic host rocks.

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Mineralization in the near surface environment occurred beneath in hot spring systems, or in the slightly deeper underlying hydrothermal
conduits. Hanging wall fractures in mineralized structures are particularly favourable for high-grade mineralization. Deposits are typically zoned
vertically over about a 250 metre to 350 metre interval at and immediately below zones of episodic boiling. Silicification is the most common
alteration type with multiple generations of quartz and chalcedony, which are typically accompanied by adularia and calcite.
Mineralization characteristically consists of pyrite, electrum, gold, silver, and argentite. Other minerals can include chalcopyrite, sphalerite,
galena, tetrahedrite, and silver sulphosalt and/or selenide minerals. In alkalic host rocks, tellurides, roscoelite and fluorite may be abundant, with
lesser molybdenite as an accessory mineral.
Exploration
Exploration has been undertaken by Goldcorp, its precursor companies (gold exploration by Andean Resources), or by contractors
(geophysical surveys and geological consultants). Exploration activities at the Cerro Negro Project have included geological mapping, diamond
core drilling, reverse circulation drilling, trenching, soil and sediment sampling, ground geophysical surveys, mineralization characterization
studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been conducted.
Andean performed surface geological mapping from 2005 to 2008 over areas of veining to identify lithologies, areas of quartz veining, and
visible sulphide mineralization. Mapping of the San Marcos area in 2009 used Quickbird imagery and hand-held GPS device. Mapping noted the
distribution of mineralized quartz float and barren silicified boulders and attention was paid to the distribution of potential vein host rocks versus
post-mineral cover. Silicification and breccias were also noted and mapped.
During reconnaissance exploration from 2007 to 2010, a total of 289 rock chip samples were taken from areas of quartz outcrop resulting in
the discovery of the Eureka West mineralization. In 2011, exploration activities focused on drilling the known mineralized areas.
Initial gradient-array resistivity, dipole-dipole resistivity, gradient-array chargeability, and ground magnetics surveys were performed from
2005 to 2008 by Akubra Exploraciones and Argali Geofsica (Argali).
Geophysical surveys were conducted by Argali from September to December 2009 covering the San Marcos prospect consisted of ground
magnetics, chargeability and gradient-array resistivity as part of a larger project that extended a previous magnetic survey and gradient array
resistivity surveys. The entire Argali survey comprised 1,419.3 line-kilometres of ground magnetics and 788 line-kilometres of gradient array.
Both surveys were run on north-south grid lines, pegged by the geophysical contractor, spaced 50 metres apart. Ground-magnetic measurements
extended the previous coverage of the Eureka area to the north and west. The most conspicuous feature is a west-northwest-trending lineament
which coincides with the southern breccia vein at San Marcos. The lineament can be traced for at least three kilometres west-northwest and eight
kilometres east-southeast of San Marcos and is clearly a major fault. There are a number of west- to west-northwest-trending resistivity anomalies
in a west-northwest-trending zone of generally low resistivity whose southern limit is the magnetic lineament. There is abundant unoxidized pyrite
associated with the Mariana Norte and Mariana Central veins, and perhaps for this reason, there are strong gradient-array chargeability anomalies
associated with the deposits.
Additional gradient array IP/Resistivity geophysical surveys were conducted in late 2011 and early 2012 by Quantech Geophysics. This
work filled in gaps in previous coverage between the Marianas-San Marcos area and the Buena Vista-Vein Zone area. Geophysical lineaments in
the previous surveys were connected by the Quantech additions. These lineaments represent prospective trends for Au-Ag mineralization.
During 2005, 10 north-trending trenches totalling 745 metres were excavated at Vein Zone, and one trench totalling 212 metres was
excavated at Bajo Negro. Additional trenching was undertaken in 2006 and 2007, including excavation and sampling of five backhoe trenches at
the western end of the Eureka vein system to expose the Eureka West vein. Andean excavated six backhoe trenches at Bajo Negro in 2008. Two
trenches were designed

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to investigate a resistivity feature east of the known vein, and the other four were used to explore the area to the northwest and southeast of the
outcrops.
In 2009, Andean excavated three backhoe trenches south of the silicified ridge at Mariana that contains most of the anomalous vein quartz
float. The trenches exposed highly brecciated andesite and some quartz fragments but no in situ veins.
Mineralization
Vein systems at Vein Zone, Eureka, Bajo Negro, San Marcos, Mariana Sur, and Mariana Central strike northwest to west-northwest, but
Vein Zone and Eureka also have some east-trending segments. Vein mineralogy is dependent on the location of veins relative to the Eureka
Volcanic-Subvolcanic Complex. Veins in the complex contain significant silver as well as gold, and the Eureka veins also contain abundant
adularia and ginguro-style sulphides. Veins outside the dome complex are hosted by ignimbrite and contain low silver grades, coarse pyrite rather
than ginguro sulphides, and lack macroscopic adularia or carbonate in the gangue.
The Bajo Negro vein is a single structure consisting of chalcedonic to crystalline quartz plus well-crystallized pyrite or (more commonly)
iron oxide after pyrite. Free gold, some of it probably supergene, is commonly visible. Bladed quartz replacing carbonate is present in most drill
intersections of the vein. The vein is deeply weathered and contains supergene (and probably hypogene) kaolinite and hematite throughout. Much
of the vein is brecciated and cemented with jasperoid (silica plus iron oxide). To date, the Bajo Negro vein has been defined by drilling over a
strike length of almost 1,200 metres, with an average true width of 3.9 metres and a known vertical extent of up to 300 metres.
In the Vein Zone, gold is associated with oxidized pyrite and manganese oxide along with hematite-goethite, minor sphalerite, kaolinite,
illite, and adularia. Arsenic, manganese, and barium are locally anomalous. Platy quartz that is a pseudomorph of carbonate, colloform banding,
and open or clay-filled vugs accompanies the gold. The mineralization occurs within an extensive envelope of kaolinitic alteration that changes
sharply to sericitic alteration in the footwall. The low-grade, bulk-minable Vein Zone as presently defined is almost 500 metres long, occurs over
a vertical extent close to 400 metres and, excluding the footwall vein, is up to 80 metres thick.
Eureka vein textures are typical of low-sulphidation epithermal systems and include colloform and crustiform banding, cockade, and
manganese/iron-oxide matrix breccias. At deeper levels, especially in the principal vein, delicate alternating colloform bands of quartz and
adularia are developed, and bonanza gold-silver grades are associated with dark, fine-grained ginguro sulphide bands. Both native gold and native
silver appear especially abundant in dark quartz veinlets or on their margins. Oxidation and a possible post-mineralization phase of hypogene
oxidation or deep surficial oxidation have remobilized the silver. Better grade mineralization has a strike extent of about 1,500 metres and the
entire mineralized zone, including stockwork and vein material, can reach 100 metres in width. However, the economic widths are much less,
ranging up to 20 metres and averaging five metres.
The mineralized east-trending vein at San Marcos is a braided vein system dominated by two primary veins, along with two separate sub-
parallel veins and a hanging wall split. The two primary veins are more persistent and predictable than the subsidiary veins. A hanging wall vein
split intersects the primary vein at an angle of about 40 degrees dipping near vertically and then rolls over and dips south-southwest, opposite of
the main vein. While this hanging wall split forms a relatively well-defined structure, it carries very little gold. There is quartz-veined stockwork
silicified wall rock material, but it is only weakly mineralized. The main hanging wall and footwall veins strike east-west and are defined over a
strike length of 750 metres. These veins, and the subsidiary hanging wall and footwall veins, dip vertically and occasionally as shallow as 80
degrees. The main hanging wall vein, which is on the north side, averages 1.8 metres thick and has a maximum thickness of ten metres; the main
footwall vein, which is on the south side, averages 2.3 metres thick and has a maximum thickness of 11 metres.
Mariana Central is made up of a main vein, a hanging wall split that separates from the main vein near the east end of the deposit and then
rejoins the main vein 300 metres farther to the west-northwest, and a separate, roughly parallel, secondary hanging wall vein that occurs about 100
metres into the hanging wall of the main and hanging wall split veins. All of the defined veins have small, discontinuous sub-parallel veins. The
main vein strikes west-northwest at about 305 degrees and dips rather consistently at about 65 degrees to the north. Overall

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dimensions of the main vein are 800 metres long by 300 metres high by an average of over five metres thick, reaching a maximum modeled
thickness of 19 metres. The Mariana Central vein system has undergone a series of mineralizing events commencing with barren carbonate and
culminating in major gold-silver deposition.
Mariana Norte is made up of a main vein, often with an adjacent sub-parallel footwall vein. A hanging wall split separates from the main
vein near the east end of the deposit at an angle of about 20 degrees. This hanging wall split dips very steeply northeast at over 80 degrees. The
main vein strikes west-northwest at about 280 degrees and dips rather consistently at about 60 degrees to the north. Overall dimensions of the
main vein are 700 metres long by 400 metres high averaging 3.5 metres wide; the widest part of the vein is approximately 10.2 metres.
The Mariana mineralization is unoxidized and contains abundant pyrite, some of which is well crystallized, and other sulphides. Fine-
grained black sulphides and sulphosalts are present especially at Mariana Central. Ginguro banding is also present but is not as abundant as at
Eureka, and colloform-banded and apparent ginguro-textured quartz float is abundant on the surface.
Drilling
Drilling completed between 1996 and 2010 consisted of 307 reverse circulation drill holes totalling 87,959 metres and 569 core drill holes
totalling 132,449.6 metres for a total of 876 drill holes and 220,409.45 metres. In 2011, Goldcorp completed an aggressive exploration program at
the Cerro Negro Project with total core drilling of 140,202 metres. In 2012, Goldcorp completed another aggressive exploration drilling campaign
totalling 146,112 meters in 421 diamond core holes. The primary focus of the exploration drilling programs in 2011 and 2012 was the infill
drilling and extension of the Mariana Central, Mariana Norte and San Marcos veins. These efforts resulted in significant extensions to the strike
length of all three veins and demonstrated the continued emergence of the adjacent San Marcos Sur deposit. At Eureka, the first vein scheduled for
production, preliminary definition drilling is successfully confirming the current reserve and resource model. In addition, several new veins were
discovered: east of Mariana Norte, south and east of San Marcos, north of Bajo Negro, as well as in the southern portion of the Cerro Negro
concession block (Las Margaritas). These highlight the strong regional potential of the overall Cerro Negro land package.
Drill-hole collar location surveys are made to the nearest centimetre using a differential GPS unit. These collar surveys have been made by
Oroplata surveyors. Andean Resources and Goldcorp have completed down-hole surveys using a gyroscopic system for holes drilled since
September 2008. The drill hole deviation is determined after completion of the hole as the drill string is removed. Down-hole surveys are taken in
increments of ten metres and 30 metres. Recoveries are estimated by comparing the weight of sample with the theoretical sample weight for the
hole-size assuming a specific gravity of 2.35 grams per cubic centimetre.
Drilling at Vein Zone encountered difficulties with recoveries in the mineralized intervals with both the reverse circulation and core
methods, but core drilling on balance provided better recoveries. Difficult drilling conditions resulted in poor diamond core recoveries in early
stages of Andeans core drilling. Densely veined intervals appeared to have particularly poor recoveries; however, there was no clear correlation
of poor recovery with either increased or decreased grade.
Sampling and Analysis
All reverse circulation holes drilled by Andean were sampled every metre, with the exception of the first hole drilled at Vein Zone (sampled
every two metres). The primary samples are organized, and drill-rig duplicates and blanks are inserted into the sample stream in consecutive
numbers so that the analytical laboratory is unaware of these samples. Andean also placed a dummy sample in the sample stream as a
placeholder for the to-be-inserted pulp standards after sample preparation, including pulverizing, is completed. One of each blank, standard, and
duplicate sample was inserted per approximately 71 samples. Goldcorp uses similar procedures to those used previously by Andean.
Comparison of assay results of core drilling samples versus reverse circulation drilling samples from the Vein Zone and Eureka deposits
indicated that the reverse circulation drilling samples were, on average, lower grade than the core drilling samples. Mine Development Associates
(MDA) noted that there was a relationship between

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core recovery and grade at Vein Zone which imparted some uncertainty for those samples, but did not necessarily mean there was a bias in the
samples. Subsequent to the development drilling at Eureka, development drilling has been entirely by core methods, and MDA placed no
qualifications on the sample quality at Bajo Negro, Mariana Central, Mariana Norte, and San Marcos. Those samples deemed by MDA to be
questionable or in doubt, were excluded from use in Mineral Resource estimation.
Drill core is transferred to the core shack at the exploration camp where it is laid out and washed by a technician. The core recovery and
rock quality designation are measured between wood blocks. The core is then marked up in one metre intervals taking core recovery into account.
The geologist marks the core with a line for splitting using a diamond rock saw for core samples of the vein and a hydraulic splitter for the
remainder of the holes, producing a sample of one kilogram to 3.5 kilograms. Core samples collected for analysis are typically one metre in
length, but range from 20 centimetres to two metres. Bagged core samples are laid out in an orderly fashion, and then standard, blank, and
duplicate samples are inserted in the sample stream.
The drill hole assay intervals include areas of non-mineralized and very low grade mineralization, and confirm that sampling is
representative of the copper, gold, and silver grades in the deposit, reflecting areas of higher and lower grades.
Bulk density measurements are currently made on-site by Oroplata technical staff. Alex Stewart Argentina S.A. made these measurements
on behalf of Andean Resources prior to the Goldcorp acquisition. Alex Stewart conducted the measurements on a batch basis, using small pieces
of drill core or half-core, previously oven-dried in the sample preparation laboratory. To calculate the bulk density, the sample was briefly
immersed in melted paraffin wax to provide a thin uniform wax coating. It was then weighed in air and in water. From time to time, checks were
made by measuring the volume of water displaced by the sample and deriving bulk density by the ratio of weight to volume. For the Bajo Negro
Mineral Resource estimate, Andean did its own measurements of specific gravity, on site, using a conventional water-immersion method on pieces
of drill core. The weight of the wax is taken into account when calculating the specific gravity.
MDA has observed Andeans and Goldcorps technicians doing the specific gravity measurements and checked the calculation procedure.
No procedural deficiencies were noted. The method used for specific gravity measurements has one deficiency; it cannot account for large vugs on
the outsides of the specimens, if those vugs do not completely fill with wax. Such large vugs exist in the mineralized quartz veins at Eureka, and
somewhat less commonly at Bajo Negro. For the 2009 Mineral Resource estimates, MDA made an adjustment to compensate for this and to
account for unavoidable sample selection biases. During 2010, Andean adopted a dry volumetric measurement method, at MDAs suggestion.
This methodology has been continued by Goldcorp.
Current QA/QC practices include insertion of blanks, sample duplicates, and on-site and commercially available standards to check for
contamination in crushing of the sample, cross contamination within the laboratory, assay precision, and accuracy. Each drill shift has a QA/QC
person that attends to the sample analysis. One of these geologists is the QA/QC manager and is responsible for tracking and updating the assay
results and database. Limits are set for the QA/QC standard samples to fall within an acceptable range, a warning range and a failure category.
The acceptable range for blank samples is set at six times the detection limit of the element in question. All failures are reported to the assay lab,
and the manager and lab work together to find a reason for the discrepancy. Often this results in a re-assay of the standard and samples which are
adjacent to it. The original assays are entered into the database. Duplicate samples do not have a failure limit as all assays are accepted. The
difference in duplicate assays indicates the precision level of the laboratory analysis and/or can point towards issues such as a nugget problem.
Insertion of QA/QC samples is by an Oroplata employee prior to the pulps being forwarded to Santiago, Chile for analysis. This insertion is done
with all efforts for the sample to be blind. All QA/QC samples are tracked and results reported on a monthly and year-end basis.
MDA completed a number of data checks in support of database validation during 2010 and 2011. For collar checks, MDA used a hand-held
GPS to check the locations of 58 drill-hole collars. Given the constraints of a hand-held instrument, no collar errors were noted. Digital data files
were compared to the collar locations in Andeans project database. This check indicated that the locations and collar orientations of the drill holes
in the project database are those obtained by the surveyors. For down-hole surveys, MDAs check of the gyroscopic down-hole surveys in the
project database consisted of comparing the original files to the data in the database. No issues

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were discovered using this method. For geological data, no formal checks were made, but as MDA performed geological modeling from the drill
logs. For analytical data, MDA obtained all new assay data directly. This made it possible for MDA to compile, independently of Oroplata, an
assay table for all of the deposits at the Cerro Negro Project. MDA compared the data in its assay table to the equivalent data in Oroplatas assay
table. The database was considered to be clean and able to support Mineral Resource estimation. For density data, while at the project site during
January 2010, MDA observed Oroplatas technicians performance of specific gravity measurements and checked the calculation procedure. No
procedural deficiencies were noted.
Core from mineralized zones, as well as the adjacent ten metres or more of stockwork and unmineralized wall rock, was visually inspected
by MDA for independent sampling. Nineteen specific samples were chosen by MDA without consulting Oroplata from multiple, broadly-spaced
drill holes to represent a variety of grade ranges, including unmineralized material, and consecutive high- and low-grade samples were commonly
chosen from the same drill hole. Samples were split by Oroplata staff under MDA supervision, and the resulting samples delivered by MDA to the
Acme preparation facility, where the standard Oroplata preparation protocols were followed. The Acme Laboratories (Acme) check assays
compared well with the originals. MDA also performed QA/QC checks, including inserting standards, checking blanks and checking assays and
duplicates.
Security of Samples
All preparation and handling of samples at the Cerro Negro Project is done by Goldcorp employees, and prior to that, was performed by
Andean employees. Once the drill samples have been collected, they are brought to a secure area next to the core shack and placed in steel-wire-
reinforced plastic bins that are held on-site until a sufficient number of samples have been collected for a shipment. Once the bins are filled,
usually weekly, a private trucking company is called to come to site and transport the samples directly to the Acme preparation laboratory in
Mendoza, Argentina. The plastic bins are covered with an impermeable tarpaulin that is only removed upon arrival to the laboratory, and during
this two-day drive, no other cargo is loaded on top of the truck. Acme personnel unload the samples and put them in the queue for preparation.
Any sample number errors or missing samples are reported, and no work is performed until the problem is resolved.
Once delivered, the samples are under Acmes control until the preparation of the pulps is completed. Then, an individual hired by Oroplata
takes custody of the pulps and inserts the standards and blanks into the sample pulp sequence according to instructions that have been emailed.
After this, the pulps are returned to Acme, who takes responsibility for shipping them to Santiago, Chile.
Andean retained a small washed split of each reverse circulation sample interval, which is stored in a reverse circulation chip tray. The
coarse and fine rejects (pulps) from Acme are returned on a regular basis and are stored in Cerro Negro Project sample storage sheds. Half core is
retained in core trays and stored on site.
Mineral Reserve and Mineral Resource Estimates
The following table sets forth the estimated Mineral Reserves for the Cerro Negro Project as of December 31, 2012:
Proven and Probable Mineral Reserves


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Grade Contained Metal
Category Tonnes Gold Silver Gold Silver
(millions)
(grams per

tonne)
(grams per

tonne)
(millions
of ounces)
(millions
of ounces)
Proven 0.04 11.08 204.00 0.01 0.26
Probable 18.87 9.43 80.94 5.72 49.10
Proven + Probable 18.91 9.43 81.20 5.74 49.36

(1) The Mineral Reserves for the Cerro Negro Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo.,
Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.
(2) Based on a gold price of $1,350 per ounce and a silver price of $24 per ounce.
(1)(2)(3)(4)
The following table sets forth the estimated Mineral Resources for the Cerro Negro Project as of December 31, 2012:
Measured, Indicated and Inferred Mineral Resources
(excluding Proven and Probable Mineral Reserves)

Mining Operations
A transverse stoping method with backfill was selected to develop the underground Eureka, Mariana Norte, Mariana Central, San Marcos
and Bajo Negro veins to suit the ore-body geometry and rock quality. In narrow zones, longitudinal stopes will be used to maximize recovery of
the ore-body. The high grade Eureka ore-body will be developed as an underground mine and processed first, followed in turn by the underground
mines of Mariana Central and Norte, San Marcos, Bajo Negro and the open pit Vein Zone ore-bodies. The plant will commence initial feed in late
2013 and will process 4,000 metric tonnes per day once at full production capacity. During the twelve-year mine life, 4.13 million ounces of gold
and 29.35 million ounces of silver metal will be produced. The mining will be undertaken from concurrent underground operations utilizing
standard underground mining equipment. This mine life does not yet reflect the new Mineral Reserves and Mineral Resources that were
announced in February 2013.
Vein Zone will be mined late in the mine life by an open pit method using standard drilling, blasting, loading and hauling operations. A
longitudinal long-hold stoping retreat mining method is proposed for Mariana Central, Mariana Norte and San Marcos veins, and the mining
equipment, load rates, water management and pumping, ventilation and safety design will be similar to that planned for Eureka.
The plant feed will be initially from Eureka, then from Mariana Norte and Mariana Central, and then in parallel from San Marcos, Bajo
Negro and Vein Zone. The plant has been designed for a total throughput of approximately 1,460,000 tonnes per annum (approximately 4,000
tonnes per day). The mine plan includes maintaining a stockpile of ore on the run-of-mine pad near the crusher.
It is expected production will commence from Eureka during the first half of 2013 with Mariana Norte scheduled to begin production in July
2014, and Mariana Central in April 2014. San Marcos production will commence in late 2016. Bajo Negro and Vein Zone production is scheduled
to commence in 2019.
Waste storage has been designed for Eureka, Baja Negro, Mariana Norte, Mariana Central, San Marcos. During backfilling, the waste
stockpiles will be totally consumed. Waste from Vein Zones life of mine will be stored in a single waste dump. To avoid water contamination,
the exact location of the waste and ore storage for San Marcos, Mariana Norte and Mariana Central will be determined at the completion of the
hydrogeology study results. Environmental liabilities are limited to those that would be expected to be associated with a project that is in pre-

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(3) The estimated metallurgical recovery rate is 90% for gold and 75% for silver.
(4) Numbers may not add up due to rounding.
Grade Contained Metal
Category Tonnes Gold Silver Gold Silver
(million)
(grams per

tonne)
(grams per

tonne)
(millions
of ounces)
(millions
of ounces)
Measured
Indicated 5.12 3.12 22.95 0.51 3.78
Measured + Indicated 5.12 3.12 22.95 0.51 3.78
Inferred 5.32 4.81 34.35 0.82 5.87

(1) The Mineral Resources for the Cerro Negro Project set out in the table above have been reviewed and approved by Maryse Belanger, P.
Geo., Senior Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified
as measured, indicated and inferred, and are based on the CIM Standards.
(2) Based on a gold price of $1,500 per ounce and a silver price of $27 per ounce.
(3) The cut-off grade for Vein Zone is 0.80 grams per tonne of gold equivalent. The cut-off grade for the underground deposits is 3.25 grams
per tonne of gold equivalent.
(4) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral
Reserves and do not have demonstrated economic viability.
(5) Numbers may not add up due to rounding.
(1)(2)(3)(4)(5)
development, including an exploration decline and associated infrastructure, roads, and exploration drill pads. Goldcorp is not aware of any
significant environmental, social or permitting issues that would prevent continued exploitation of the Cerro Negro Project deposits.
With production expected to average 525,000 ounces of gold in its first five full years of production and cash costs expected to average less
than $350 per ounce, Cerro Negro is well-positioned as Goldcorps next cornerstone gold mine. Total estimated Cerro Negro capital expenditures
have increased to $1.35 billion (in current 2013 dollars) due to significant cost inflation in Argentina, country factors, and overall cost escalation.
The expected life of mine is 12 years and the expected payback period is 5.3 years, neither of which take into account these increased estimated
capital costs nor the new Mineral Reserve and Mineral Resource additions announced in February 2013.
Metallurgical test work has shown that the mineralization is amenable to being processed using conventional technologies, and acceptable
recoveries were returned. Metallurgical test work completed on the Cerro Negro Project has been appropriate to establish process routes that are
applicable to the mineralization types and was performed on samples that were representative of the mineralization. The metallurgical process
route proposed uses conventional technology. The process plant and associated service facilities will process run-of-mine ore delivered to the
primary crusher. The process encompasses crushing and grinding of the run-of-mine ore, leaching, counter-current decantation, solution
clarification, zinc precipitation and smelting to produce gold/silver bars that are shipped to a refinery for further processing. The counter-current
decantation tailings will be filtered and washed to recover cyanide prior to being re-pulped and pumped to the tailings storage facility.
The Cerro Negro Project will produce and sell a gold and silver dor to generate revenue. The dor will be sold to a refinery for separation
into gold and silver bullion. Sales contracts expected at precious metal spot prices fixed by the London Metals Exchange may be entered into with
refiners and are expected to be typical of and consistent with standard industry practice and are similar to contracts for the supply of dor
elsewhere in the world.
The Argentinean income tax rate for a corporation is set at 35%. There is also an export tax on gold dor which is 5%. The general rate for
value added tax is 21%.
Exploration and Development
Significant exploration potential remains within the Cerro Negro Project. All of the deposits are open at depth, and the investigation of the
vein systems within the Cerro Negro Project is likely to identify additional mineralization.
Throughout 2012, activities at Cerro Negro advanced the project in the areas of Infrastructure and Construction, Mine Development, and
Exploration. These advancements are aligned with the project development schedule.
The amended Environmental Impact Assessment was approved by Santa Cruz Provincial authorities in December 2011, which allowed for
significant advancements in 2012 of the underground development ramps at Eureka, Mariana Central and Mariana Norte as well as key project
infrastructure including access roads, plant and the tailings facility. There are numerous local hiring and training programs in progress as a local
workforce is sourced and trained. In addition to development advancements, the project also completed the largest annual exploration drilling
program to date.
Infrastructure and Construction
Activities are progressing in line with the project development schedule. At year end 2012, engineering, procurement and construction
management activities are advanced to 55% of the execution plan with detailed engineering progress to 88% of completion.
Key activities and developments in 2012 include:



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Significant advancement on the plant construction, with excavations completed, anchor bolts installed, large concrete pours for
building foundations, base and walls;


Grinding mill at site and all other major imported mechanical equipment has been secured and is on-site or en-route;




Mine Development
Significant development progress was made on the three underground deposits of Eureka, Mariana Central and Mariana Norte during 2012.
Total underground development of 4,981 metres was completed throughout the year in comparison with 3,228 metres in 2011. The majority of
development was at the Eureka deposit with 4,182 metres, including 3,671 metres of lateral development and 511 metres of development in the
primary ramp. Both ramps at Mariana Central and Mariana Norte also started in 2012 and contributed 475 metres and 310 metres, respectively, of
the overall project development.
For the fourth quarter, total mine development was 1,665 metres which represents a 25% increase compared to development in the prior
quarter. Productivity in the Mariana Central and Mariana Norte ramps has improved to match or exceed project development schedules for the
quarter. Development rates in these projects will further advance in 2013 as the ramps progress and lateral development of production levels
commences. The ramp development at the Eureka deposit also progressed deeper while lateral development in advance of production mining
added material to the surface ore stockpile. Initial stope production at Eureka is anticipated to begin in the first half of 2013.
Key activities of mine development in 2012 include:





Exploration
A successful and aggressive exploration program at Cerro Negro resulted in total core drilling for the year of 146,112 metres, the highest
annual total in the history of the project. Exploration for the year focused on in-fill drilling and expansion of the Mariana Central, Mariana Norte
and San Marcos deposits. These efforts have led to extensions in the strike length of all three veins and demonstrated the emergence of adjacent
vein systems. District-

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Pedestals for the grinding mill were completed mid-December as per plan. Final stages of grinding mill erection are expected to be
completed by June 2013, essentially 4 months in advance of the original execution plan;



Expansion of the Eureka camp to accommodate mine development and exploration activities, as well as the Vein Zone construction
camp have advanced and now have the capacity to house approximately 2,000 people;


The concrete batch and aggregate plants began operations;



Construction of the tailings facility commenced with progress ahead of schedule and is expected for completion 3 months ahead of
schedule; and



Construction of the high voltage power line is pending receipt of government approvals, anticipated to be received in early March
2013.



The Eureka deposit ramp advanced 511 metres and has reached a length of 2,135 metres of the approximately 3,900 metres planned.
In addition, as the mine prepares for initial production there were 979 metres of development completed of the total 5,232 metres of
lateral development;



At the end of the fourth quarter, the Eureka stockpile contained an estimated 40,316 tonnes at a grade of 11.08 grams per tonne gold
and 204 grams per tonne silver, reconciling well with Mineral Reserve estimates;


The Mariana Central ramp advanced 277 metres in the fourth quarter and has now reached 475 metres of ramp excavated;


The Mariana Norte ramp progressed 198 metres in the quarter to the current length of 310 metres; and


Further additions to the mining equipment fleet were added in the fourth quarter in line with development needs.
scale geologic mapping was conducted throughout the fourth quarter in the main Cerro Negro concession area and geological mapping now covers
the majority of the area of the main Cerro Negro property.
During the year ended 2012:



At December 31, 2012, total project expenditures and future commitments are $799 million, excluding exploration, of which $500 million is
spent and $299 million is committed. Capital expenditures and capitalized exploration, including deposits on mining interests and net of
capitalized interest, were $401 million and $40 million for the year ended December 31, 2012, respectively.

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Total core drilling for 2012 of 146,112 metres, with 3,038 metres in the fourth quarter;


Approximately 421 diamond drill holes were drilled in 2012; and


All exploration drill holes assay results have been principally complete by the end of the year.
RISK FACTORS
The operations of the Corporation are speculative due to the high-risk nature of its business which is the acquisition, financing, exploration,
development and operation of mining properties. These are not the only risks and uncertainties that Goldcorp faces. Additional risks and
uncertainties not presently known to the Corporation or that the Corporation currently considers immaterial may also impair its business
operations. These risk factors could materially affect the Corporations future operating results and could cause actual events to differ materially
from those described in forward-looking statements relating to the Corporation.
Exploration, Development and Operating Risk
Mining operations generally involve a high degree of risk. Goldcorps operations are subject to all of the hazards and risks normally
encountered in the exploration, development and production of gold, silver, copper, lead and zinc including unusual and unexpected geologic
formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which
could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible
legal liability. Mining and milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal
areas which may result in environmental pollution and consequent liability. Although appropriate precautions to mitigate these risks are taken,
these risks cannot be eliminated.
Although Goldcorps activities are primarily directed towards mining operations, its activities also include the exploration for and
development of mineral deposits. Discovery or acquisition of new mineral deposits is necessary to replace Mineral Reserves that are mined by
operations. Development of new mineral deposits is necessary to sustain and to grow the Corporations future operations. There is no certainty
that the expenditures made by Goldcorp towards the search for, evaluation of, and development into commercial production of mineral deposits
will be successful.
The exploration for and development of mineral deposits also involves significant risks. While the discovery of an ore body may result in
substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses are typically required to
locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is
difficult to ensure that the exploration or development programs planned by Goldcorp or any of its joint venture partners will result in a profitable
commercial mining operation.
In particular, Goldcorp remains focused on advancing its suite of high quality gold projects as part of its five-year growth profile. However,
the Corporations ability to maintain, or increase, its annual production of gold, silver, copper, lead, and zinc depends in significant part on its
ability to bring these projects into production and to expand existing mines. Although the Corporation utilizes the operating history of its existing
mines to derive estimates of future operating costs and capital requirements, such estimates may differ materially from actual operating results at
new mines or at expansions of existing mines.
Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the
interpretation of geological data obtained from drill holes and other sampling techniques; feasibility studies (which include estimates of cash
operating costs based upon anticipated tonnage and grades of ore to be mined and processed); the particular attributes of the deposit, such as size,
grade and metallurgy; expected recovery rates of metals from the ore; proximity to infrastructure and labour; the cost of water and power;
anticipated climatic conditions; cyclical metal prices; fluctuations in inflation and currency exchange rates; higher input commodity and labour
costs; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. Some of the Corporations development projects are also subject to the successful completion of final
feasibility studies, issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these
factors cannot be accurately predicted, but the combination of any of these factors may adversely affect Goldcorps business.

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Although the Corporations feasibility studies are generally completed with the Corporations knowledge of the operating history of similar
ore bodies in the region, the actual operating results of its development projects may differ materially from those anticipated, and uncertainties
related to operations are even greater in the case of development projects. Future development activities may not result in the expansion or
replacement of current production with new production, or one or more of these new projects may be less profitable than currently anticipated or
may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.
Construction and Start-Up
The lonore Project, the Cerro Negro Project, the Cochenour Deposit project, the Camino Rojo Project, the El Morro Project, the Noche
Buena Project and the Cerro Blanco Project are at various stages of evaluation, construction and development. There are inherent construction and
permitting-related risks to the development of all new mining projects. These risks include the availability and delivery of critical equipment; the
hiring of key personnel for construction, commissioning and operations; delays associated with contractors; budget overruns due to changes in the
cost of fuel, power, materials, supplies and currency fluctuations; and potential opposition from non-governmental organizations, community and
indigenous groups, environmental groups or local groups.
It is common in new mining operations to experience unexpected costs, problems and delays during construction, development and mine
start-up, often due to circumstances beyond the owners control. In addition, delays in the commencement of mineral production often occur.
Accordingly, Goldcorp cannot provide assurance that its activities will result in profitable mining operations at its development projects.
Furthermore, there are risks associated with the construction of an entirely new mining project relating to, among other things, supervision
of the contractors, construction supervision, cost estimating, obtaining required permits and approvals and the management of personnel.
Goldcorp will be required to rely upon outside consultants, engineers and others for additional construction expertise in respect of its development
projects.
Commodity Prices
The price of the Common Shares, Goldcorps financial results and exploration, and the Corporations development and mining activities in
the future may be materially adversely affected by declines in the price of gold, silver, copper, lead and zinc. Gold, silver, copper, lead and zinc
prices fluctuate widely and are affected by numerous factors beyond Goldcorps control, such as the sale or purchase of metals by various central
banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign
currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming
countries throughout the world. The prices of gold, silver, copper, lead and zinc have fluctuated widely in recent years, and future price declines
could cause continued development of and commercial production from Goldcorps properties to be uneconomic. Depending on the price of gold,
silver, copper, lead and zinc, cash flow from mining operations may not be sufficient and Goldcorp could be forced to discontinue production and
may lose its interest in, or may be forced to sell, some of its properties. Future production from Goldcorps mining properties is dependent on
gold, silver, copper, lead and zinc prices that are adequate to make these properties economically viable.
Furthermore, Mineral Reserve calculations and life-of-mine plans using significantly lower gold, silver, copper, lead and zinc prices could
result in material write-downs of Goldcorps investment in mining properties and increased amortization, reclamation and closure charges.
In addition to adversely affecting Goldcorps Mineral Reserve estimates and its financial condition, declining commodity prices can impact
operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or
may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically
viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.
Need for Additional Mineral Reserves and Mineral Resources

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Goldcorp must continually explore to replace and expand its Mineral Reserves and Mineral Resources as its mines produce gold, silver,
copper, lead and zinc. Goldcorps ability to maintain or increase its annual production of gold, silver, copper, lead and zinc depends in significant
part on its ability to find new Mineral Reserves and Mineral Resources, to bring new mines into production, and to expand Mineral Reserves and
Mineral Resources at existing mines. There is no assurance that Goldcorp will be able to maintain or increase its annual production, bring new
mines into production or expand the Mineral Reserves and Mineral Resources at its existing mines.
Capital Cost and Operational Cost Estimates
Goldcorp prepares budgets and estimates of cash costs and capital costs of production for each of its operations and its main costs relate to
material costs, personnel and contractor costs, energy costs and closure and reclamation costs. However, despite Goldcorps best efforts to budget
and estimate such costs, as a result of the substantial expenditures involved in the development of mineral projects and the fluctuation of costs
over time, development projects may be prone to material cost overruns. Goldcorps actual costs may vary from estimates for a variety of reasons,
including: short-term operating factors; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement
weather conditions, water availability, floods, and earthquakes; and unexpected labour shortages or strikes. Operational costs may also be affected
by a variety of factors, including: changing waste-to-ore ratios, ore grade metallurgy, labour costs, the cost of commodities, general inflationary
pressures and currency exchange rates. Many of these factors are beyond Goldcorps control. Failure to achieve estimates or material increases in
costs could have an adverse impact on Goldcorps future cash flows, business, results of operations and financial condition.
Furthermore, delays in the construction and commissioning of mining projects or other technical difficulties may result in even further
capital expenditures being required. Any delay in the development of a project or cost overruns or operational difficulties once the project is fully
developed may have a material adverse effect on Goldcorps business, results of operations and financial condition.
Foreign Operations
The majority of Goldcorps foreign operations are currently conducted in Mexico, Guatemala, Argentina, the Dominican Republic, Chile
and the United States, and as such Goldcorps operations are exposed to various levels of political, economic and other risks and uncertainties.
These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression;
expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation
or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign
exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding
of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
Changes, if any, in mining or investment policies or shifts in political attitude in these jurisdictions may adversely affect Goldcorps
operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to,
restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment,
maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result
in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or
other interests.
Risk factors specific to certain jurisdictions are described separately. See Economic and Political Instability in Argentina and Security in
Mexico. The occurrence of the various factors and uncertainties related to the economic and political risks of operating in foreign jurisdictions
cannot be accurately predicted and could have a material adverse effect on Goldcorps operations or profitability.

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Resource Nationalism
As governments continue to struggle with deficits and concerns over the effects of depressed economies, the continuing strength in
commodity prices has resulted in the mining and metals sector being targeted to raise revenue. Governments are continually assessing the fiscal
terms of the economic rent for a mining company to exploit resources in their countries. Numerous countries, including Argentina, Australia,
Brazil, Chile, Guatemala and Venezuela, have recently introduced changes to their respective mining regimes that reflect increased government
control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership and take-overs, mandatory
government participation, taxation and royalties, working conditions, rates of exchange, exchange control, exploration licensing, export duties,
repatriation of income or return of capital, environmental protection, as well as requirements for employment of local staff or contractors or other
benefits to be provided to local residents.
The Corporation believes that the countries in which it operates are relatively stable for foreign investment. However, the recent occurrence
of these mining regime changes in both developed and developing countries adds uncertainties that cannot be accurately predicted and any future
material adverse changes in government policies or legislation in the jurisdictions in which Goldcorp operates that affect foreign ownership,
mineral exploration, development or mining activities, may affect the viability and profitability of the Corporation.
Government Regulation
The mining, processing, development and mineral exploration activities of Goldcorp are subject to various laws governing prospecting,
development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local
people and other matters. Although Goldcorps mining and processing operations and exploration and development activities are currently carried
out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that
existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws
and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a material adverse
impact on Goldcorp. In addition, changes to laws regarding mining royalties or taxes, or other elements of a countrys fiscal regime, may
adversely affect Goldcorps costs of operations and financial results.
See also Resource Nationalism above.
Availability of Supplies
As with other mining companies, certain raw materials and supplies used in connection with Goldcorps operations are obtained from a sole
or limited group of suppliers (including, for example, truck tires and sodium cyanide). Due to an increase in activity in the global mining sector,
there has been an increase in global demand for such resources and a decrease in the suppliers inventory which, at times, has caused
unanticipated cost increases, an inability to obtain adequate supplies and delays in delivery times, thereby impacting operating costs, capital
expenditures and production schedules. Although Goldcorp makes efforts to ensure that there are contingency plans in place in the event of a
shortfall of supply, if a supplier is unable to adequately meet Goldcorps requirements over a significant period of time and Goldcorp is unable to
source an alternate third party supplier on reasonable commercial terms, this could have a material adverse effect on Goldcorps business, results
of operations and financial condition.
Availability of Key Executives and Other Personnel
Goldcorp is dependent on the services of key executives, including, among others, its President and Chief Executive Officer, Chief Financial
Officer and Chief Operating Officer. The success of Goldcorps operations is also dependent on its highly skilled and experienced workforce.
Given the recent increase of activity in the mining sector, there is currently a global shortage of, and increased competition over, highly skilled
experienced workers (in addition to increased labour costs). In part this competition arises from the lower number of new workers entering the
mining industry during the industry downturn in the late 1990s and early 2000s. In addition, the development of new mines in geographic areas
without an established mining industry requires training of inexperienced workers

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to staff these new mines. Although Goldcorp places a high priority on hiring and retaining key talent, as well as embracing technology that
diminishes the impact of workplace shortages, the loss of these persons or Goldcorps inability to attract and retain additional highly skilled
employees may adversely affect its business and future operations.
Current Global Financial Condition
Market events and conditions, including the disruptions in the international credit markets and other financial systems, the deterioration of
global economic conditions in 2008 and 2009 and, more recently, in Europe, along with political instability in the Middle East and the looming
fiscal cliff and budget deficits and debt levels in the United States, have caused significant volatility to commodity prices. These conditions have
also caused a loss of confidence in the broader United States, European and global credit and financial markets and resulting in the collapse of,
and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening
credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments,
concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial
institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. These events are illustrative of the
effect that events beyond Goldcorps control may have on commodity prices, demand for metals, including gold, silver, copper, lead and zinc,
availability of credit, investor confidence, and general financial market liquidity, all of which may affect the Corporations business.
Goldcorp is also exposed to liquidity and various counterparty risks including, but not limited to through: (i) financial institutions that hold
Goldcorps cash; (ii) companies that have payables to Goldcorp, including concentrate customers; (iii) Goldcorps insurance providers;
(iv) Goldcorps lenders; (v) Goldcorps other banking counterparties; and (vi) companies that have received deposits from Goldcorp for the future
delivery of equipment. Goldcorp is also exposed to liquidity risks in meeting its capital expenditure requirements in instances where cash
positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of Goldcorp to obtain loans and
other credit facilities in the future and, if obtained, on terms favourable to Goldcorp. Furthermore, repercussions from the 2008-2009 economic
crisis continue to be felt, as reflected in increased levels of volatility and market turmoil. As a result of this uncertainty, Goldcorps planned
growth could either be adversely or positively impacted and the trading price of Goldcorps securities could either be adversely or positively
affected.
Economic and Political Instability in Argentina
The Cerro Negro Project is located in Santa Cruz Province in Argentina. There are risks relating to an uncertain or unpredictable political
and economic environment in Argentina, especially as social opposition to mining operations in certain parts of the country and increasingly
protectionist economic measures grow. Certain political and economic events such as: (i) the inability of the Cerro Negro Project to obtain United
States dollars in a lawful market of Argentina; (ii) acts or failures to act by a governmental authority in Argentina; and (iii) acts of social and
political violence in Argentina, could have a material adverse effect on Goldcorps activities at the Cerro Negro Project.
For example, in December 2007, the Argentinean government unilaterally levied export duties initially adopted in 2001 on mining
companies that had not been subject to the duties based on economic stability provisions of the federal mining law. This change of policy
adversely affected Goldcorps interest in the Alumbrera Mine. Furthermore, during an economic crisis in 2001 to 2003, Argentina defaulted on
foreign debt repayments and on the repayment on a number of official loans to multinational organizations. In addition, the government has
renegotiated or defaulted on contractual arrangements. More recently, the newly re-elected Argentinean government placed currency controls on
the ability of companies and its citizens to obtain United States dollars, in each case requiring Central Bank approval (resulting in, at times, a
limitation on the ability of multi-national companies to distribute dividends abroad in United States dollars) and revoked exemptions previously
granted to companies in the oil and gas and mining sectors from the obligation to repatriate 100% of their export revenues to Argentina for
conversion in the local foreign exchange markets, prior to transferring funds locally or overseas. Similarly, the government adopted a requirement
that importers provide notice to the government and obtain approval for importation before placing orders for certain goods. These actions
indicate that the Argentinean government may

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alter or impose additional requirements or policies that may adversely affect Goldcorps activities in Argentina in the future.
There is also the risk of political violence and increased social tension in Argentina as Argentina has experienced periods of civil unrest,
crime and labour unrest. Roadblocks (piqueteros) by members of the local communities, unemployed people and unions can occur on most
national and provincial routes without notice. For example, in January and February 2012, the Alumbrera Mine roadblocks interrupted
transportation to and from the mine. Furthermore, local opposition to the development of the nearby Agua Rica Project, which is approximately 35
kilometres from the Alumbrera Mine, led to the issuance of a judicial order suspending operations at the site. There is no assurance that
disruptions will not occur in the future which could materially affect access to the Cerro Negro Project during the projects development or the
operation of the mine altogether.
Security in Mexico
The Peasquito Mine, the Los Filos Mine, the El Sauzal Mine, the Noche Buena Project and the Camino Rojo Project are all located in
Mexico. In recent years, criminal activity and violence has increased in Mexico and spread from border areas to other areas of the country.
Violence between the drug cartels and human trafficking organizations and violent confrontations with Mexican authorities has steadily increased.
As well, incidents of kidnapping for ransom and extortion by organized crime have increased. Chihuahua, Guerrero and Zacatecas, the three states
where Goldcorp operates, have been among the top ten states for kidnapping, and all three states register high levels of violent crime. Many
incidents of crime and violence go unreported in Mexico and Mexicos law enforcement authorities efforts to reduce criminal activity are
challenged by a lack of resources, corruption and the power of organized crime.
Goldcorps sites in Mexico have taken a variety of measures to protect their employees, property and production facilities from these
security risks. Goldcorp also regularly reviews the safety of access routes and the physical security of its installations. Notwithstanding these
measures, incidents of criminal activity, trespass, theft and vandalism have occasionally affected Goldcorp employees, contractors and their
families.
Although Goldcorp has implemented measures to protect its employees, contractors, property and production facilities from these security
risks, there can be no assurance that security incidents, in the future, will not have a material adverse effect on Goldcorps operations in Mexico,
especially if criminal activity and violence continue to escalate. Such incidents may halt or delay production, increase operating costs, result in
harm to employees, contractors or visitors, decrease operational efficiency, increase community tensions or otherwise adversely affect Goldcorps
ability to conduct its business in Mexico.
Corruption and Bribery Risk
The Corporations operations are governed by, and involve interactions with, many levels of government in numerous countries. Like most
companies, the Corporation is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public
Officials Act and the U.S. Foreign Corrupt Practices Act , as well as similar laws in the countries in which the Corporation conducts its business.
In recent years, there has been a general increase in both the frequency of enforcement and severity of penalties under such laws, resulting in
greater scrutiny and punishment to companies convicted of violating anti-bribery laws. Furthermore, a company may be found liable for violations
by not only its employees, but also by its third party agents. Although the Corporation has adopted a risk-based approach to mitigate such risks,
including the implementation of training programs and policies to ensure compliance with such laws, such measures are not always effective in
ensuring that the Corporation, its employees or third party agents will comply strictly with such laws. If the Corporation finds itself subject to an
enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the
Corporation resulting in a material adverse effect on the Corporations reputation and results of its operations.
Discussions Regarding Possible Amendments to the Special Lease Agreement
In recent months, certain members of the Dominican Republic congress, including the President of the Chamber of Deputies have expressed
a desire to amend the Special Lease Agreement to accelerate and increase the benefits that the

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Dominican Republic will derive from the Pueblo Viejo Mine. The Special Lease Agreement, which provides for substantial benefits to the
Dominican Republic, including through royalties and taxes, in addition to the other indirect benefits derived by the country such as through
employment and purchasing of goods and services, was approved by Congress in 2009 and cannot be unilaterally altered by either party and
constitutes a legally binding agreement.
More recently, on February 27, 2013, President Medina, in his first state of the nation speech, put emphasis on the countrys desire to extract
greater benefits from the Pueblo Viejo Mine. This would potentially involve a renegotiation of the Special Lease Agreement and/or the
implementation of other measures to distribute to the country additional revenue derived from the Pueblo Viejo Mine.
Barrick as operator and on behalf of the joint venture, while reserving its rights under the Special Lease Agreement, has engaged in dialogue
with representatives of the government with a view to achieving a mutually acceptable outcome. At this time, the outcome of the dialogue is
uncertain, but any amendments to the Special Lease Agreement could impact overall project economics.
Human Rights
Various international and national laws, codes, resolutions, conventions, guidelines and other materials relate to human rights (including
rights with respect to the environment, health and safety surrounding Goldcorps operations). Many of these materials impose obligations on
government and companies to respect human rights. Some mandate that government consult with communities surrounding potential or operating
Goldcorp projects regarding government actions which may affect local stakeholders, including actions to approve or grant mining rights or
permits. The obligations of government and private parties under the various international and national materials pertaining to human rights
continue to evolve and be defined. One or more groups of people may oppose Goldcorps current and future operations or further development or
new development of Goldcorps projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed
in manifestations such as protests, roadblocks or other forms of public expression against Goldcorps activities, and may have a negative impact
on Goldcorps reputation. Opposition by such groups to Goldcorps operations may require modification of, or preclude the operation or
development of, Goldcorps projects or may require Goldcorp to enter into agreements with such groups or local governments with respect to
Goldcorps projects, in some cases, causing considerable delays to the advancement of its projects.
See also Indigenous Peoples below.
Environmental Risks and Hazards
Goldcorps operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate,
among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation,
transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will likely, in the
future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that
future changes in environmental regulation, if any, will not adversely affect Goldcorps results of operations. Failure to comply with these laws,
regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or
remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may also be required to
compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on
Goldcorps reputation.
Furthermore, environmental hazards may exist on the properties on which Goldcorp holds interests which are unknown to Goldcorp at
present and which have been caused by previous or existing owners or operators of the properties.
In addition, production at certain of Goldcorps mines involves the use of sodium cyanide which is a toxic material. Should sodium cyanide
leak or otherwise be discharged from the containment system, Goldcorp may become subject to liability for clean-up work that may not be
insured. While appropriate steps are taken to prevent discharges of pollutants into the ground water and the environment, Goldcorp may become
subject to liability for hazards that it may not be insured against.

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There has also been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other
hazardous substances in mineral processing activities. In addition, the use of open pit mining techniques has come under scrutiny in certain mining
jurisdictions, and some governments are reviewing the use of such methods. For example, in late 2010, the Argentinean Congress approved
legislation that restricts mining and other industrial activities in where glaciers are present. In addition, several provincial governments in
Argentina have adopted prohibitions on open pit mining. Although such restrictions do not currently affect any of the Corporations projects, if
legislation restricting or prohibiting the use of cyanide or open pit mining techniques were to be adopted in a region in which the Corporation
operates, there would be a serious and adverse impact on the Corporations results of operations and financial position. Additionally, if the use of
cyanide were to be restricted or prohibited in a jurisdiction in which Goldcorps operations rely on the use of cyanide, it would have a significant
adverse impact on Goldcorp as there are few, if any, substitutes for cyanide that are as effective in extracting gold from the ore.
See also Permitting below.
Permitting
Goldcorps operations in each of the jurisdictions in which it operates are subject to receiving and maintaining permits (including
environmental permits) from appropriate governmental authorities. Furthermore, prior to any development on any of its properties, Goldcorp must
receive permits from appropriate governmental authorities. Although Goldcorps mining operations currently have all required permits for their
operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such
permits for the existing operations, additional permits for any possible future changes to operations, or additional permits associated with new
legislation.
Additionally, it is possible that previously issued permits may become suspended for a variety of reasons, including through government or
court action. For example, on April 27, 2012, the Supreme Court of Chile issued a decision suspending the approval of the environmental permit
for the El Morro Project which was previously issued on March 14, 2011, which had the impact of suspending all project field work executed
under the terms of the permit. See Legal Proceedings and Regulatory Actions.
There can be no assurance that Goldcorp will continue to hold or obtain, if required to, all permits necessary to develop or continue
operating at any particular property.
Keewatin Decision
In August 2011, an Ontario court issued a ruling that may affect future permitting of mining operations and other land uses within the
Keewatin Lands (the lands in which the Red Lake Gold Mines are situated). At present, permits for mine operations are issued by the Province of
Ontario. However, because the court ruled that Ontario requires federal authorization (or Treaty 3 First Nations consent) to the taking up of
lands in Keewatin where doing so would significantly interfere with Treaty 3 harvesting rights, the Province of Ontario can only issue land
authorizations so long as such authorizations do not have such effect.
This decision has been stayed pending appeal, and therefore, the Province of Ontario will continue to regulate all mining in the region.
While the trial court provided some guidance on how to determine if an action would have the effect of significantly interfering with harvesting
rights, the issue is ambiguous and will require further definition by the courts. Although Goldcorp currently has all required permits for its Red
Lake Gold Mines operations, any change or uncertainty in the permitting process may have an adverse impact on Goldcorps operations. There
can be no assurance that delays or new objections will not occur in connection with obtaining all necessary renewals of such permits for the
existing operations or additional permits for any possible future changes to operations.
See also Permitting above.

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Climate Change Risks
Goldcorp acknowledges climate change as an international and community concern and it supports and endorses various initiatives for
voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving
to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists,
regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can
be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, Goldcorp expects that
this will result in increased costs at some of its operations.
In addition, the physical risks of climate change may also have an adverse effect on Goldcorps operations. These risks include the
following:
Sea level rise: Goldcorps operations are not directly threatened by current predictions of sea level rise. All of the Corporations operations
are located well inland at elevations from 100 metres to 4,000 metres above sea level. However, changes in sea levels could affect ocean
transportation and shipping facilities which are used to transport supplies, equipment and personnel to Goldcorps operations and products from
those operations to world markets.
Extreme weather events: Extreme weather events (such as increased frequency or intensity of hurricanes, increased snow pack, prolonged
drought) have the potential to disrupt operations at the Corporations mines. Where appropriate, Goldcorps facilities have developed emergency
plans for managing extreme weather conditions, however, extended disruptions to supply lines could result in interruption to production.
Resource shortages: Goldcorps facilities depend on regular supplies of consumables (diesel, tires, sodium cyanide, etc.) and reagents to
operate efficiently. In the event that the effects of climate change or extreme weather events cause prolonged disruption to the delivery of essential
commodities, then Goldcorps production efficiency is likely to be reduced. For example, during the second quarter of 2011, restricted cyanide
deliveries were experienced in Mexico due to supply issues from the manufacturer attributable to flooding in its manufacturing plant.
Although Goldcorp makes efforts to mitigate the physical risks of climate change by ensuring that extreme weather conditions are included
in emergency response plans as required, there can be no assurance that these efforts will be effective and that the physical risks of climate change
will not have an adverse effect on Goldcorps operations and therefore profitability.
Infrastructure and Water
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads,
bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather
phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect
Goldcorps business, financial condition and results of operations.
A key operational risk is the availability of sufficient power and water supplies to support mining operations. Large amounts of power and
large volumes of water are used in the extraction and processing of minerals and metals. Certain of Goldcorps property interests are located in
remote, undeveloped areas and the availability of infrastructure such as water and power at a reasonable cost cannot be assured. Conversely, other
Goldcorp properties are located in areas that have many competing demands for power and water and access to sufficient supplies will need to be
negotiated by Goldcorp. Power and water are integral requirements for exploration, development and production facilities on mineral properties.
Goldcorps ability to obtain a secure supply of power and water at a reasonable cost depends on many factors, including: global and regional
supply and demand; political and economic conditions; problems that can affect local supplies; delivery; and relevant regulatory regimes.


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Even a temporary interruption of power or water could adversely affect an operation. For example, second quarter 2012 mill throughput at
the Peasquito Mine was affected by inadequate water supply. Prolonged drought conditions in the region contributed to lower-than-expected
water recharge in the well field as well as lower-than-expected water production from the pit dewatering program. This condition limited plant
throughput in June 2012 and affected plant throughput in the second half of 2012. The Peasquito Mine continues to bring additional water wells
into production within the Cedros Basin in addition to new dewatering wells within the Chile Colorado pit. A water and tailings study is also
expected to be completed in the first half of 2013 to develop a comprehensive long-term water strategy for the Peasquito district, however there
are no assurances that a suitable long-term water strategy will be developed that will completely mitigate the risk of water shortages in the future.
An increase in prices could also negatively affect Goldcorps business, financial condition and results of operations. Establishing such
infrastructure for Goldcorps development projects will, in any event, require significant resources, identification of adequate sources of raw
materials and supplies and necessary cooperation from national and regional governments, none of which can be assured. There is no guarantee
that Goldcorp will secure these power, water and access rights going forward or on reasonable terms.
Reclamation Costs
Goldcorp is required by various governments in jurisdictions in which it operates to provide financial assurance sufficient to allow a third
party to implement approved closure and reclamation plans if it is unable to do so. These laws are complex and vary from jurisdiction to
jurisdiction. The laws govern the determination of the scope and cost of the closure and reclamation obligations and the amount and forms of
financial assurance.
As of December 31, 2012, Goldcorp has provided the appropriate regulatory authorities with $406 million in reclamation financial assurance
for mine closure obligations in the various jurisdictions in which it operates. The amount and nature of the financial assurances are dependent
upon a number of factors, including Goldcorps financial condition and reclamation cost estimates. Changes to these amounts, as well as the
nature of the collateral to be provided, could significantly increase Goldcorps costs, making the maintenance and development of existing and
new mines less economically feasible. However, the regulatory authorities may require further financial assurances. To the extent that the value of
the collateral provided to the regulatory authorities is or becomes insufficient to cover the amount of financial assurance Goldcorp is required to
post, Goldcorp would be required to replace or supplement the existing security with more expensive forms of security, which might include cash
deposits, which would reduce its cash available for operations and financing activities. There can be no guarantee that Goldcorp will be able to
maintain or add to its current level of financial assurance. Goldcorp may not have sufficient capital resources to further supplement its existing
security.
Although the Corporation has currently made provisions for certain of its reclamation obligations, there is no assurance that these provisions
will be adequate in the future. Failure to provide regulatory authorities with the required financial assurances could potentially result in the closure
of one or more of Goldcorps operations, which could result in a material adverse effect on its operating results and financial condition.
Exchange Rate Fluctuations
Exchange rate fluctuations may affect the costs that the Corporation incurs in its operations. Gold, silver, copper, lead and zinc are sold in
United States dollars and the Corporations costs are incurred principally in United States dollars, Canadian dollars, Mexican pesos, Guatemalan
quetzal, Dominican Republic pesos, Argentinean pesos and Chilean pesos. The appreciation of non-United States dollar currencies against the
United States dollar can increase the cost of gold, silver, copper, lead and zinc production and capital expenditures in United States dollar terms.
Goldcorp has a risk management policy that includes hedging its foreign exchange exposure to reduce the risk associated with currency
fluctuations. The Corporation has entered into Canadian dollar and Mexican peso currency hedge contracts to purchase the respective foreign
currencies at pre-determined United States dollar amounts. These contracts were entered into to normalize operating, capital and general and
administrative expenses

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incurred by the Corporations foreign operations expressed in United States dollar terms. In accordance with its risk management policy, the
Corporation may hedge up to 50% of its expenditures over any 12 months on a going forward basis and up to 30% of its expenditures over any 13
to 24 months on a going forward basis.
See also Hedging below.
Joint Ventures
Goldcorp holds an indirect 40% interest in the Pueblo Viejo Mine, an indirect 66 / % interest in the Marigold Mine and an indirect 40%
interest in the Dee/South Arturo Project, the remaining interest in each of these properties being held indirectly by Barrick. Goldcorp also holds an
indirect 37 / % interest in the Alumbrera Mine, the other 12 / % and 50% interests being held indirectly by Yamana and Xstrata, respectively.
Goldcorps interest in these properties is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of
one or more of the following circumstances and events could have a material adverse impact on Goldcorps profitability or the viability of its
interests held through joint ventures, which could have a material adverse impact on Goldcorps future cash flows, earnings, results of operations
and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability to exert
influence over certain strategic decisions made in respect of joint venture properties; (iii) inability of joint venture partners to meet their
obligations to the joint venture or third parties; and (iv) litigation between joint venture partners regarding joint venture matters.
To the extent that the Corporation is not the operator of its joint venture properties, the success of any such operations will be dependent on
such operators for the timing of activities related to such properties and Goldcorp will be largely unable to direct or control the activities of the
operators. Goldcorp is subject to the decisions made by the operator in the operation of the property, and will rely on the operators for accurate
information about the properties. Although Goldcorp expects that the operators of the properties to which it owns an interest will operate such
properties with the highest standards and in accordance with the respective operating agreements, there can be no assurance that all decisions of
the operators will achieve expected goals.
Acquisition Strategy
As part of Goldcorps business strategy, the Corporation has sought and will continue to seek new mining and development opportunities in
the mining industry. In pursuit of such opportunities, Goldcorp may fail to select appropriate acquisition targets or negotiate acceptable
arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into Goldcorp. Ultimately,
any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after Goldcorp has
committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below
expectations; Goldcorp may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing
anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies
and controls across the organization; the integration of the acquired business or assets may disrupt Goldcorps ongoing business and its
relationships with employees, suppliers, contractors and other stakeholders; and the acquired business or assets may have unknown liabilities
which may be significant.
In the event that Goldcorp chooses to raise debt capital to finance any such acquisition, Goldcorps leverage will be increased. If Goldcorp
chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, Goldcorp may choose to
finance any such acquisition with its existing resources.
Goldcorp cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or
that any acquisitions or business arrangements completed will ultimately benefit Goldcorps business. Furthermore, there can be no assurance that
Goldcorp would be successful in overcoming the risks identified above or any other problems encountered in connection with such acquisitions.

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2
3
1
2
1
2
Reputational Risk
Damage to the Corporations reputation can be the result of the actual or perceived occurrence of any number of events, and could include
any negative publicity (for example, with respect to the Corporations handling of environmental matters or the Corporations dealings with
community groups), whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss
user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share
opinions and views in regards to the Corporation and its activities, whether true or not. Although the Corporation believes that it operates in a
manner that is respectful to all stakeholders and that it takes care in protecting its image and reputation, the Corporation does not ultimately have
direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing
and maintaining community relations and an impediment to the Corporations overall ability to advance its projects, thereby having a material
adverse impact on financial performance, financial condition, cash flows and growth prospects.
Competition
The mining industry is competitive in all of its phases. Goldcorp faces strong competition from other mining companies in connection with
the acquisition of properties producing, or capable of producing, precious and base metals, as well as the necessary labour and supplies required to
develop such properties. Some of these companies have greater financial resources, operational experience and technical capabilities than
Goldcorp. As a result of this competition, Goldcorp may be unable to maintain, acquire or develop attractive mining properties on terms it
considers acceptable or at all. Consequently, Goldcorps revenues, operations and financial condition could be materially adversely affected.
Indigenous Peoples
Various international and national laws, codes, resolutions, conventions, guidelines, and other materials relate to the rights of indigenous
peoples. Goldcorp operates in some areas presently or previously inhabited or used by indigenous peoples. Many of these materials impose
obligations on government to respect the rights of indigenous people. Some mandate that government consult with indigenous people regarding
government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. ILO Convention 169,
which has been ratified by Argentina, Chile, Guatemala, and Mexico, is an example of such an international convention. The obligations of
government and private parties under the various international and national materials pertaining to indigenous people continue to evolve and be
defined. Examples of recent developments in this area include the United Nations Declaration of the Rights of Indigenous People and the
International Finance Corporations revised Performance Standard 7 which requires governments to obtain the free, prior, and informed consent of
indigenous peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits.
The Corporations current and future operations are subject to a risk that one or more groups of indigenous people may oppose continued
operation, further development, or new development of Goldcorps projects or operations. Such opposition may be directed through legal or
administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the
Corporations activities. Opposition by indigenous people to the Corporations operations may require modification of or preclude operation or
development of the Corporations projects or may require the Corporation to enter into agreements with indigenous people with respect to the
Corporations projects.

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Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
The figures for Ore/Mineral Reserves and Mineral Resources contained in this annual information form are estimates only and no assurance
can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Ore/Mineral
Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Ore/Mineral Reserves and Mineral
Resources, including many factors beyond Goldcorps control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve
or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in
engineering and geological interpretation. Short-term operating factors relating to the Ore/Mineral Reserves, such as the need for orderly
development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any
particular accounting period. In addition, there can be no assurance that gold, silver, copper, lead or zinc recoveries in small scale laboratory tests
will be duplicated in larger scale tests under on-site conditions or during production.
Fluctuation in gold, silver, copper, zinc or lead prices, results of drilling, metallurgical testing and production and the evaluation of mine
plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and
recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources,
or of Goldcorps ability to extract these Ore/Mineral Reserves, could have a material adverse effect on Goldcorps results of operations and
financial condition. See also Description of the Business Cautionary Note to United States Investors Concerning Estimates of Measured,
Indicated and Inferred Resources.
Uncertainty Relating to Inferred Mineral Resources
Inferred Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Due to the uncertainty which may
attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven and Probable Mineral
Reserves as a result of continued exploration.
Indebtedness
As of December 31, 2012, the Corporation had aggregate consolidated indebtedness of $862.5 million. As a result of this indebtedness, the
Corporation is required to use a portion of its cash flow to service principal and interest on its debt, which will limit the cash flow available for
other business opportunities. In addition, under the financing arrangements for the Pueblo Viejo Mine, both Barrick (as to 60%) and Goldcorp (as
to 40%) have each provided guarantees on behalf of PVDC in favour of the lenders whereby both parent companies guarantee PVDCs repayment
obligations under the financing arrangements (however, such guarantees terminate upon certain operational completion tests being met). As of
December 31, 2012, there was a total $940 million drawn by PVDC (of which Goldcorp has guaranteed $376 million).
The Corporations ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the
Corporations future performance, which is subject to economic, financial, competitive and other factors beyond its control. The Corporation may
not continue to generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the
Corporation is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous or highly dilutive. The Corporations ability to refinance its indebtedness will
depend on the capital markets and its financial condition at such time. The Corporation may not be able to engage in any of these activities or
engage in these activities on desirable terms, which could result in a default on its debt obligations.
The terms of the Corporations revolving term credit facility requires the Corporation to satisfy various affirmative and negative covenants
and to meet certain financial ratios and tests. These covenants limit, among other things, the Corporations ability to incur further indebtedness if
doing so would cause it to fail to meet certain financial covenants, create certain liens on assets or engage in certain types of transactions.
Although at present, given the Corporations strong balance sheet, these covenants do not restrict the Corporations ability to conduct its business
as presently conducted, there are no assurances that in future, the Corporation will not be limited in its ability to respond to changes in its business
or competitive activities or be restricted in its ability to engage in

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mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with these covenants, including a failure to meet the financial tests
or ratios, would likely result in an event of default under the credit facility and would allow the lenders to accelerate the debt.
Additional Capital
The mining, development, expansion and exploration of Goldcorps properties, will require ongoing financing, especially in light of
Goldcorps near-term development of its key development projects and the potential for rising and unforeseen costs as well as potential
fluctuations in metal prices. Although Goldcorp expects to finance its growing operations and development costs with anticipated cash-flows, with
its existing assets (including cash and cash equivalents) and with its revolving credit facility, if necessary, Goldcorp may require additional capital
to fund its costs, especially if there is a significant decrease in metal prices. Failure to obtain any necessary additional financing may result in
delaying or indefinite postponement of exploration, development or production on any or all of Goldcorps properties or even a loss of property
interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of
such financing will be favourable to Goldcorp.
Hedging
Currently, Goldcorps policy is to not hedge future gold sales. Goldcorp currently hedges lead, zinc and copper to manage price exposure to
fluctuations in those base metals. Goldcorp also hedges its diesel fuel price exposure and foreign currencies exposures to manage adverse price
movements impacting costs specific to diesel fuel prices and foreign currencies.
There is no assurance that a hedging program designed to reduce the price risk associated with fluctuations in base metals, diesel fuel prices
or foreign currencies will be successful. Although hedging may protect Goldcorp from an adverse price change, it may also prevent Goldcorp
from benefiting fully from a positive price change.
Peasquito Mine Concentrate Transportation and Marketing Risk
Concentrates containing combinations of gold, silver, lead and zinc are produced in large quantities at the Peasquito Mine and loaded onto
highway road vehicles for transport to in-country smelters or to sea ports for export to foreign smelters in markets such as Asia, Europe and North
America. This type of process involves a high level of environmental and financial risk. Goldcorp could be subject to potential significant
increases in road and maritime transportation charges and treatment and refining charges. Transportation of such concentrate is also subject to
numerous risks including, but not limited to, delays in delivery of shipments, road blocks, terrorism, weather conditions and environmental
liabilities in the event of an accident or spill. Goldcorp could be subject to limited smelter availability and capacity and could also face the risk of
a potential interruption of business from a third party beyond its control, which in both cases could have a material adverse effect on Goldcorps
operations and revenues. There is no assurance that smelting, refining or transportation contracts for the Peasquito Mines products will be
entered into on acceptable terms or at all.
Litigation
The Corporation is, from time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of
business. Goldcorp cannot reasonably predict the likelihood or outcome of these actions. If the Corporation is unable to resolve these disputes
favourably, it may have a material adverse impact on its financial performance, cash flow and results of operations. See Legal Proceedings and
Regulatory Actions.
Labour and Employment Matters
While Goldcorp believes that it has good relations with both its unionized and non-unionized employees, production at Goldcorps mining
operations is dependent upon the efforts of Goldcorps employees. In addition, relations between Goldcorp and its employees may be impacted by
changes in the scheme of labour relations which may be introduced by the relevant governmental authorities in whose jurisdictions Goldcorp
carries on business. For example, in 2012, the Mexican government amended the Federal labour law regarding, among other things,

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subcontracting arrangements to prevent companies from using service companies to evade labour and tax obligations (the Corporation currently
operates in Mexico using these subcontracting arrangements as is the common practice). These amendments also clarified certain regulatory
requirements associated with an employers obligation to compensate employees with appropriate statutory profit sharing within
Mexico. Although the Corporation has assessed the implications of these amendments and has determined that such amendments will not have a
material impact on its operations in Mexico, there are no assurances that any future amendments in Mexico, or amendments to labour laws in
other jurisdictions in which Goldcorp operates, will not have a material impact on Goldcorps operations. Adverse changes in such legislation or
in the relationship between Goldcorp with its employees may have a material adverse effect on Goldcorps business, results of operations and
financial condition.
Land Title
Although the title to the properties owned by Goldcorp was reviewed by or on behalf of Goldcorp, no assurances can be given that there are
no title defects affecting such properties. Title insurance generally is not available, and Goldcorps ability to ensure that it has obtained a secure
claim to individual mineral properties or mining concessions may be severely constrained. Goldcorp has not conducted surveys of all of the claims
in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, Goldcorps
mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be
affected by, among other things, undetected defects. In addition, Goldcorp may be unable to operate its properties as permitted or to enforce its
rights with respect to its properties. Any defects in the title to the properties owned by Goldcorp could have a material and adverse effect on its
cash flow, results of operations and financial condition.
Insurance and Uninsured Risks
Goldcorps business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents,
labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, mechanical failures, changes in the regulatory
environment and natural phenomena such as inclement weather conditions, fires, floods, hurricanes and earthquakes. Such occurrences could
result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Goldcorps properties or the
properties of others, delays in mining, monetary losses and possible legal liability.
Although Goldcorp maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not
cover all the potential risks associated with a mining companys operations. Goldcorp may also be unable to maintain insurance to cover these
risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting
liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of
exploration and production is not generally available to Goldcorp or to other companies in the mining industry on acceptable terms. Goldcorp
might also become subject to liability for pollution or other hazards which may not be insured against or which Goldcorp may elect not to insure
against because of premium costs or other reasons. Losses from these events may cause Goldcorp to incur significant costs that could have a
material adverse effect upon its financial performance and results of operations.
Information Systems Security Threats
Goldcorp has entered into agreements with third parties for hardware, software, telecommunications and other information technology
(IT) services in connection with its operations. Goldcorps operations depend, in part, on how well the Corporation and its suppliers protect
networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to
physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Corporations operations also
depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to
mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses.
The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact
the Corporations reputation and results of operations.

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Although to date the Corporation has not experienced any material losses relating to cyber attacks or other information security breaches,
there can be no assurance that Goldcorp will not incur such losses in the future. The Corporations risk and exposure to these matters cannot be
fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and
enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or
unauthorized access remain a priority. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to
continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Share Prices of Investments
Goldcorps investments in securities of other public companies (including its investments in Tahoe, Primero and Thompson Creek) are
subject to volatility in the share prices of such companies. There can be no assurance that an active trading market for any of the subject shares is
sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond Goldcorps
control, including, quarterly variations in the subject companies results of operations, changes in earnings (if any), estimates by analysts,
conditions in the industry of such companies and macroeconomic developments in North America and globally, currency fluctuations and market
perceptions of the attractiveness of particular industries. Such market fluctuations could adversely affect the market price of Goldcorps
investments and the value Goldcorp could realize on such investments.
Subsidiaries
Goldcorp is a holding company that conducts operations through Canadian and foreign (American, Antiguan, Argentinean, Barbadian,
Bermudian, Cayman Island, Chilean, Dutch, Guatemalan, Honduran, Luxembourgian, Mexican and Swiss) subsidiaries, joint ventures and
divisions, and a significant portion of its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between
the parent corporation and such entities, or among such entities, could restrict Goldcorps ability to fund its operations efficiently. Any such
limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on Goldcorps valuation and stock
price.
Market Price of the Corporations Securities
The Common Shares are listed on the Toronto Stock Exchange (the TSX) and the New York Stock Exchange (the NYSE). Securities of
mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of
the companies involved. These factors include macroeconomic developments in North America and globally, currency fluctuations and market
perceptions of the attractiveness of particular industries. The price of the Common Shares are also likely to be significantly affected by short-term
changes in gold, silver, copper, lead or zinc prices or in its financial condition or results of operations as reflected in its quarterly earnings reports.
As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect Goldcorps
long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of
their securities. Goldcorp may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and
divert managements attention and resources.
Conflicts of Interest
Certain of the directors and officers of Goldcorp also serve as directors and/or officers of other companies involved in natural resource
exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any
decision made by any of such directors and officers involving Goldcorp will be made in accordance with their duties and obligations to deal fairly
and in good faith with a view to the best interests of Goldcorp and its shareholders. In addition, each of the directors is required to declare and
refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the
Business Corporations Act (Ontario) and other applicable laws.

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Conversion of the 2% Convertible Senior Notes due 2014
On June 5, 2009, Goldcorp completed a private offering of $862.5 million aggregate principal amount of 2% Convertible Senior Notes due
2014 (the Notes). The Notes have an initial conversion price of approximately $47.98 per Common Share, subject to certain anti-dilution
adjustments and adjustments in connection with specified corporate events. The Notes are convertible at any time from May 1, 2014, however,
prior to May 1, 2014, the Notes may be converted if the Common Shares have traded at 130% of the conversion price or upon the occurrence of
certain other events. Upon conversion of the Notes, Goldcorp may, in lieu of delivery of Common Shares, elect to pay or deliver, as the case may
be, cash or a combination of cash and Common Shares, in respect of the converted Notes. The conversion of some or all of the Notes may dilute
the ownership interests of existing shareholders. Any sales in the public market of any of the Common Shares issuable upon such conversion
could adversely affect prevailing market prices of the Common Shares. In addition, the anticipated conversion of the Notes into Common Shares
or a combination of cash and Common Shares could depress the price of the Common Shares.
DIVIDENDS
During the 10 months ended October 31, 2010, the Corporation paid monthly dividends to shareholders in the amount of $0.015 per
Common Share. On October 27, 2010, the Corporation announced that the Board of Directors authorized an increase in the annual dividend to
$0.36 per Common Share, an increase of 100%, payable as a monthly dividend of $0.03 per Common Share. The increased monthly dividend of
$0.03 per Common Share commenced for shareholders of record as of November 12, 2010 and continued until February 2011. On February 24,
2011, the Corporation announced an 11% increase in the annual dividend to $0.408 per Common Share. The increased monthly dividend of
$0.034 per Common Share commenced for shareholders of record as of March 17, 2011, and was paid monthly until November 2011. On
December 5, 2011, the Corporation announced a 32% increase in the annual dividend to $0.54 per Common Share. The increased monthly
dividend of $0.045 per Common Share commenced for shareholders of record as of December 16, 2011. During the financial year ended
December 31, 2012, the Corporation paid monthly dividends to shareholders in the amount of $0.045 per Common Share.
Although the Corporation expects to continue paying an annual cash dividend, the timing and the amount of the dividends to be paid by the
Corporation will be determined by the Board of Directors from time to time based upon, among other things, cash flow, the results of operations
and financial condition of the Corporation and its subsidiaries, the need for funds to finance ongoing operations, compliance with credit
agreements and other instruments, and such other considerations as the Board of Directors considers relevant.
DESCRIPTION OF CAPITAL STRUCTURE
The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of December 31, 2012 and
February 28, 2013, 811,518,583 Common Shares and 811,749,826 Common Shares were issued and outstanding, respectively. Holders of
Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation, to attend and to cast one vote per Common
Share at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of directors and,
accordingly, holders of a majority of the Common Shares entitled to vote in any election of directors may elect all directors standing for election.
Holders of Common Shares are entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Corporations board of
directors at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Corporation are entitled
to receive on a pro-rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights,
privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the
holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption
or conversion rights, nor do they contain any sinking or purchase fund provisions.

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RATINGS
The following table sets out the ratings of Goldcorps corporate debt by the rating agencies indicated as at December 31, 2012:

Standard & Poors Ratings Services (S&P) credit ratings are on a rating scale that ranges from AAA to D, which represents the range
from highest to lowest quality. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus () sign to show relative
standing within the major rating categories. S&Ps rating outlook assesses the potential direction of a long-term credit rating over the intermediate
term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or
fundamental business conditions. The BBB rating is the fourth highest of ten major categories. According to the S&P rating system, debt
securities rated BBB are more subject to adverse economic conditions, however, the obligors capacity to meet financial commitments is adequate.
Moodys Investors Service (Moodys) credit ratings are on a rating scale that ranges from Aaa to C, which represents the range from
highest to lowest quality. Moodys appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aa through Caa. The
modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of that generic category. According to Moodys, a rating of Baa is the fourth highest of nine major
categories. Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain
speculative characteristics.
Fitch Ratings Ltd. (Fitch Ratings) credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest
to lowest quality. The ratings from AA to B may be modified by the addition of a plus (+) or minus () sign to show relative standing within the
major rating categories. The BBB rating is the fourth highest of eleven major categories. According to Fitch Ratings system, BBB ratings indicate
good credit quality and that the expectations of default risk are currently low. The capacity for payment of financial commitments is considered
adequate, but adverse business or economic conditions are more likely to impair this capacity.
Goldcorp understands that the ratings are based on, among other things, information furnished to the above ratings agencies by Goldcorp
and information obtained by the ratings agencies from publicly available sources. The credit ratings given to Goldcorps corporate debt by the
rating agencies are not recommendations to buy, hold or sell debt instruments since such ratings do not comment as to market price or suitability
for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be
revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. Credit ratings are intended to provide
investors with (i) an independent measure of the credit quality of an issue of securities; (ii) an indication of the likelihood of repayment for an
issue of securities; and (iii) an indication of the capacity and willingness of the issuer to meet its financial obligations in accordance with the terms
of those securities. Credit ratings accorded to Goldcorps corporate debt may not reflect the potential impact of all risks on the value of debt
instruments, including risks related to market or other factors discussed in this annual information form. See also Risk Factors.

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Standard & Poors Moodys Investors Service Fitch Ratings
BBB+ Baa2 BBB
stable outlook stable outlook stable outlook
TRADING PRICE AND VOLUME OF COMMON SHARES
The Common Shares are listed and posted for trading on the NYSE under the symbol GG and on the TSX under the symbol G. The
following table sets forth information relating to the trading of the Common Shares on the TSX for the months indicated.

The price of the Common Shares as quoted by the TSX at the close of business on December 31, 2012 was C$36.57 and on February 28,
2013 was C$33.66.
DIRECTORS AND OFFICERS
The following table sets forth the name, province/state and country of residence, position held with the Corporation and principal occupation
of each person who is a director and/or an executive officer of the Corporation.


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Month
High
(C$)
Low
(C$) Volume
January 2012 49.73 44.21 54,119,599
February 2012 50.17 44.81 51,202,757
March 2012 49.16 42.46 60,138,288
April 2012 46.08 37.57 52,819,292
May 2012 39.31 32.52 53,058,312
June 2012 42.59 36.54 52,957,683
July 2012 40.65 32.34 48,094,006
August 2012 40.94 33.74 41,663,834
September 2012 46.31 39.85 55,091,142
October 2012 45.97 40.78 46,370,834
November 2012 45.36 37.79 46,320,961
December 2012 38.46 34.64 47,756,379
Name,
Province/State and
Country of Residence Position(s) with the Corporation Principal Occupation
Ian W. Telfer
British Columbia, Canada
Chairman of the Board and a Director
(director since February 2005)
Chairman of the Board of Goldcorp
Douglas M. Holtby
British Columbia, Canada
Vice Chairman of the Board and Lead
Director (director since February 2005)
President and Chief Executive Officer of Arbutus Road
Investments Inc. (a private investment company)
Charles A. Jeannes
British Columbia, Canada
President, Chief Executive Officer and a
Director (director since May 2009)
President and Chief Executive Officer of Goldcorp
John P. Bell
British Columbia, Canada
Director since February 2005

Independent Director
Lawrence I. Bell
British Columbia, Canada
Director since February 2005

Independent Director
Beverley A. Briscoe
British Columbia, Canada
Director since April 2006

President of Briscoe Management Limited
Peter J. Dey
Ontario, Canada
Director since June 2006

Chairman of Paradigm Capital Inc.
(1)(3)
(3)(4)
(1)(2)
(1)(4)
(2)(3)

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Name,
Province/State and
Country of Residence Position(s) with the Corporation Principal Occupation
P. Randy Reifel
British Columbia, Canada
Director since November 2006

President of Chesapeake Gold Corp.
A. Dan Rovig
Nevada, United States
Director since November 2006

Independent Consultant
Blanca Trevio de Vega
Len, Mexico
Director since February 2012

President and Chief Executive Officer of Softtek, S.A.
de C.V.
Kenneth F. Williamson
Ontario, Canada
Director since November 2006

Independent Consultant
Lindsay A. Hall
British Columbia, Canada
Executive Vice President and Chief Financial
Officer
Executive Vice President and Chief Financial Officer
of Goldcorp
Timo Jauristo
British Columbia, Canada
Executive Vice President, Corporate
Development
Executive Vice President, Corporate Development of
Goldcorp
George Burns
British Columbia, Canada
Executive Vice President and Chief
Operating Officer
Executive Vice President and Chief Operating Officer
of Goldcorp
Maryse Belanger
British Columbia, Canada
Senior Vice President, Technical Services

Senior Vice President, Technical Services of Goldcorp
Brent Bergeron
British Columbia, Canada
Senior Vice President, Corporate Affairs

Senior Vice President, Corporate Affairs of Goldcorp
Horacio Bruna
Mexico City, Mexico
Senior Vice President, Mexico

Senior Vice President, Mexico of Goldcorp
Paul Farrow
Ontario, Canada
Senior Vice President, People and Safety

Senior Vice President, People and Safety of Goldcorp
Barry Olson
Washington, United States
Senior Vice President, Project Development

Senior Vice President, Project Development of
Goldcorp
Charles Ronkos
Nevada, United States
Senior Vice President, Exploration

Senior Vice President, Exploration of Goldcorp
Colette Rustad
British Columbia, Canada
Senior Vice President, Controller

Senior Vice President, Controller of Goldcorp
Mark A. Ruus
British Columbia, Canada
Senior Vice President, Tax

Senior Vice President, Tax of Goldcorp
Cheryl A. Sedestrom
Nevada, United States
Senior Vice President, Metals Marketing

Senior Vice President, Metals Marketing of Goldcorp
Luis Canepari
British Columbia, Canada
Vice President, Information Technology

Vice President, Information Technology of Goldcorp
Kathy Chan
British Columbia, Canada
Vice President, Assistant Controller

Vice President, Assistant Controller of Goldcorp
Frank Crema
British Columbia, Canada
Vice President, Treasurer

Vice President, Treasurer of Goldcorp
(2) (4)
(2) (4)
( 3 ) ( 4 )
(1)(3)
The principal occupations of each of the Corporations directors and executive officers within the past five years are disclosed in the brief
biographies set forth below.
Ian W. Telfer Chairman of the Board and Director. Mr. Telfer was appointed Chairman of the Board of the Corporation effective
November 15, 2006 and was appointed Chairman of the World Gold Council in December 2009. Prior thereto, he was President and Chief
Executive Officer of the Corporation since March 17, 2005 and Chairman and Chief Executive Officer of Wheaton River Minerals Ltd.
(Wheaton River) prior to such time since September 2001. Mr. Telfer has over 30 years experience in the precious metals business. He has
served as a director and/or officer of several Canadian and international companies. Mr. Telfer is a Chartered Accountant. He holds a Bachelor of
Arts degree from the University of Toronto and a Masters in Business Administration from the University of Ottawa. Mr. Telfer is a member of
the National Association of Corporate Directors (NACD).
Douglas M. Holtby Vice Chairman of the Board and Lead Director. Mr. Holtby is the Vice-Chairman of the Board and Lead Director of
the Corporation. He is also President and Chief Executive Officer of three private investment companies, Arbutus Road Investments Inc., Majick
Capital Inc. and Holtby Capital Corporation and Chairman of the Board of Silver Wheaton Corp. From 1974 to 1989, he was President of
Allarcom Limited, from

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Name,
Province/State and
Country of Residence Position(s) with the Corporation Principal Occupation
Jerry W. Danni
Colorado, United States
Vice President, Environment

Vice President, Environment of Goldcorp
Rohan Hazelton
British Columbia, Canada
Vice President, Strategy

Vice President, Strategy of Goldcorp
Wendy Louie
British Columbia, Canada
Vice President, Financial Reporting

Vice President, Financial Reporting of Goldcorp
Bernie Loyer
Arizona, United States
Vice President, Projects South America

Vice President, Projects South America of Goldcorp
Richard Orazietti
British Columbia, Canada
Vice President, Internal Audit

Vice President, Internal Audit of Goldcorp
David Parsons
British Columbia, Canada
Vice President, Insurance

Vice President, Insurance of Goldcorp
Raman Randhawa
British Columbia, Canada
Vice President, Finance, Operations

Vice President, Finance, Operations of Goldcorp
Bill Shand
South Dakota, United States
Vice President, Operations and Maintenance
Strategy
Vice President, Operations and Maintenance Strategy
of Goldcorp
Anna M. Tudela
British Columbia, Canada
Vice President, Regulatory Affairs and
Corporate Secretary
Vice President, Regulatory Affairs and Corporate
Secretary of Goldcorp
Eduardo Villacorta
Guatemala City, Guatemala
Vice President, Central and South America

Vice President, Central and South America of Goldcorp
Jeff Wilhoit
British Columbia, Canada
Vice President, Investor Relations

Vice President, Investor Relations of Goldcorp
Chris Woodall
Ontario, Canada
Vice President Operations, Canada and US

Vice President Operations, Canada and US of Goldcorp

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Governance and Nominating Committee.
(4) Member of the Sustainability, Environment, Health and Safety Committee.
1982 to 1989, he was President of Allarcom Pay Television Limited, from 1989 to 1996, he was President, Chief Executive Officer and a director
of WIC Western International Communications Ltd. and Chairman of Canadian Satellite Communications Inc. and from 1998 to 1999, he was a
Trustee of ROB.TV and CKVU. He is a Fellow Chartered Accountant. Mr. Holtbys financial sophistication, accounting background, extensive
investment and management experience, and business and strategic expertise significantly enhance the skill set of the Board and its committees.
Mr. Holtby is a member of the NACD and the Institute of Corporate Directors (ICD).
Charles A. Jeannes President, Chief Executive Officer and Director. Mr. Jeannes was appointed President and Chief Executive Officer
of the Corporation effective January 1, 2009. He previously held the role of Executive Vice President, Corporate Development of the Corporation
from November 2006 until December 2008. From 1999 until the completion of the acquisition of Glamis, he was Executive Vice President,
Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome, most recently as Vice
President of Placer Dome North America. He holds a Bachelor of Arts degree from the University of Nevada and graduated from the University of
Arizona School of Law with honours in 1983. He practiced law from 1983 until 1994 and has broad experience in mining transactions, public and
private financing, permitting and international regulation. Mr. Jeannes brings significant institutional knowledge of the Corporations business to
his role as a member of the Board and as the current President and Chief Executive Officer. His business, legal and transactional background, as
well as his extensive experience in the mining industry, provide a direct benefit to the Board and valuable insight into all aspect of the
management of the Corporation. Mr. Jeannes is a member of the NACD.
John P. Bell Director. Mr. John Bell is a former Canadian Ambassador to the Ivory Coast and to Brazil. Currently, he is an Honorary
Consul to the Ivory Coast. He also served as High Commissioner to Malaysia from 1993 to 1996. Mr. Bell was special advisor to the Canadian
Minister of Foreign Affairs and Head of the Canadian Delegation on environment issues during the lead-up to the Earth Summit in Rio de Janeiro
in June 1992, and was Canadas chief negotiator at the Earth Summit. Mr. Bell has been Chief Federal Negotiator for the Indian Affairs and has
served on several not-for-profit board of directors. Mr. Bell is also an independent director of Tahoe. He holds a Bachelor of Commerce and an
Honorary Doctorate of Laws from the University of British Columbia. Mr. Bells background as an ambassador and extensive experience with
environmental and regulatory issues in Canada and throughout the world provide to management and the Board valuable insight into the
international regulatory and policy developments affecting the Corporations business. Mr. Bells depth of knowledge in matters relating to the
environment and public policy add to the Boards breadth of experience and further enhance Goldcorps ability to improve and build upon the
Corporations environmental and corporate social responsibility policies and activities. Mr. Bell is a member of the NACD and the ICD.
Lawrence I. Bell Director. Mr. Lawrence Bell served as the non-executive Chairman of British Columbia Hydro and Power Authority
until December 2007. From August 2001 to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British Columbia Hydro and
Power Authority and, from 1987 to 1991, he was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority. He is
also a director of Capstone Mining Corp., Matrix Asset Management Inc. and Silver Wheaton Corp. and is former Chairman of the University of
British Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit) Project. Prior to these positions, Mr. Bell was
Chairman and President of the Westar Group and Chief Executive Officer of Vancouver City Savings Credit Union. In the provinces public
sector, Mr. Bell has served as Deputy Minister of Finance and Secretary to the Treasury Board. He holds a Bachelor of Arts degree and an
Honours Ph.D. from the University of British Columbia. He also holds a Masters of Arts degree from San Jos State University. The Board
benefits from Mr. Bells extensive financial expertise, his public company experience, his public sector service and experience, and his knowledge
of public policy issues. Mr. Bell is a member of the NACD.
Beverley A. Briscoe Director. Ms. Briscoe has been President of Briscoe Management Limited since 2004. From 2003 to 2007, she was
Chair of the Industry Training Authority for BC, from 1997 to 2004, she was President and owner of Hiway Refrigeration Limited, from 1994 to
1997, she was Vice President and General Manager of Wajax Industries Limited, from 1989 to 1994, she was Vice President, Finance of Rivtow
Group of Companies and, from 1983 to 1989, she was Chief Financial Officer of various operating divisions of The Jim Pattison Group.
Ms. Briscoe is currently a director of Ritchie Bros. Auctioneers Incorporated. She is a Fellow Chartered Accountant. She holds a Bachelor of
Commerce degree from the University of British Columbia. Ms. Briscoe brings an important range of extensive and diverse financial, accounting
and business experience to the

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Board. In addition, Ms. Briscoes experience managing financial and reporting matters benefit the Corporation with respect to the issues overseen
by the Corporations Audit Committee. Ms. Briscoe is a member of the NACD. On March 2, 2011, Ms. Briscoe received the Lifetime
Achievement Award at the 12 Annual Influential Women in Business Awards and on May 30, 2012, Ms. Briscoe was presented with the
Institute of Corporate Directors 2012 ICD Fellowship Award.
Peter J. Dey Director. Mr. Dey is a well known senior corporate executive and an experienced corporate director. He is Chairman of
Paradigm Capital Inc., an independent investment dealer. He is also a director of Granite REIT and Enablence Technologies Inc. He is a former
Chairman of the Ontario Securities Commission and former Chairman of Morgan Stanley Canada, and he was a Senior Partner of Osler, Hoskin &
Harcourt LLP. In 1994, he chaired the Toronto Stock Exchange Committee on Corporate Governance, and has since been involved with
developing global corporate governance standards as Chairman of the Private Sector Advisory Group of the Global Corporate Governance Forum.
He holds a Masters of Laws degree from Harvard University, a Bachelor of Laws degree from Dalhousie University and a Bachelor of Science
degree from Queens University. Mr. Deys intimate familiarity with all aspects of capital markets, financial transactions and domestic and
international markets, provides value and informed perspective to management and the Board. His legal experience and work with the Toronto
Stock Exchange and other forums also provides the Corporation with a significant and enhanced perspective on governance issues. Mr. Dey is a
member of the NACD.
P. Randy Reifel Director. Mr. Reifel is President and a director of Chesapeake Gold Corp. that explores for precious metals in Mexico and
Central America. Mr. Reifel was appointed to the Board in November 2006. Prior thereto, he had been a director of Glamis since June 2002
following the acquisition of Francisco Gold Corp. In 1993, Mr. Reifel founded and served as President and a director of Francisco Gold Corp.
which discovered the El Sauzal gold deposit in Mexico and the Marlin gold deposit in Guatemala. Mr. Reifel holds a Bachelor of Commerce
degree and a Masters of Science degree in Business Administration from the University of British Columbia. Mr. Reifels extensive experience in
the mining industry, coupled with his background in precious metals exploration and project development, combine to provide valuable industry
insight and perspective to both the Board and management. Mr. Reifel is a member of the NACD.
A. Dan Rovig Director. Mr. Rovig was appointed to the Board in November 2006. Prior thereto, he had been a director and Chairman of
the Board of Glamis since November 1998. Before his appointment as Chairman, Mr. Rovig served first as President of Glamis from September
1988 until his appointment as a director and the President and Chief Executive Officer of Glamis and its subsidiaries from November 1989 to
August 1997 when he retired. Prior to 1988, Mr. Rovig was an executive officer of British Petroleum Ltd., including its subsidiaries Amselco
Minerals Inc. and BP Minerals America, for five years. He holds a Bachelor of Science in Mining Engineering, a Masters of Science in Mineral
Dressing Engineering from Montana College of Mineral Science and Technology and a Doctor of Science (honoris causa) from Montana Tech of
the University of Montana. He is also a registered member of the Society for Mining, Metallurgy and Exploration, and the Geological Society of
Nevada. In 2008, Mr. Rovig was recognized as a Legion of Honor Member by the Society of Mining, Metallurgy and Exploration. In December
2001, he was elected to the American Mining Hall of Fame and in May 1995 he received the Gold Medallion Award at Montana Tech of the
University of Montana. Mr. Rovigs extensive experience and recognized standing in the mining industry, as well as his significant operations and
management experience and in-depth technical knowledge of Goldcorps mining operations, provides valuable insight and perspective to both the
Board and management. Mr. Rovig is a member of the NACD.
Blanca Trevio de Vega Director. Ms. Trevio is currently President and Chief Executive Officer of Softtek, S.A. de C.V. (also known as
Softtek, S.A. de C.V) (Softek). Under her leadership, Softtek has become a leading information technology services company in Latin America.
As President, Ms. Trevio has positioned Softtek as a key part of Mexico, opening its doors to the United States as a provider of IT services. This
shaped what is known today as Nearshore, Softteks trademarked delivery model, and a term widely used in the industry to define outsourcing
services provided by countries within close proximity. Throughout her 25-year career, Ms. Trevio has gained international recognition as a
promoter of the IT services industry in and from emerging countries. To help increase the participation of Latin America in the IT field,
Ms. Trevio has collaborated with various governments in the early strategies of development. Ms. Trevio has been on the Board of Directors for
Wal-Mart de Mexico SAB De CV since 2006, and has been a board member for several universities and nonprofit organizations. She has also
been a frequent presenter in national and international forums related to entrepreneurialism, information

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th
technology and the role of women in business. She has participated in forums at the World Bank, Inter-American Development Bank, Kellogg
School of Management, Harvard Business School and London Business School. Beyond the IT industry, she is identified by several media
publications as one of the most influential executives in Mexico and Latin America. Her experience and contribution as a business woman were
recently honored by Endeavor, organization with presence in 12 countries that promote the emerging and development of new entrepreneurs,
which during their Gala 2011 gave her a recognition for her experience as an entrepreneur. Ms. Trevio was also the first woman to be inducted
into the prestigious IAOP (International Association of Outsourcing Providers) Outsourcing Hall of Fame and has been named one of the Top 25
Businesswomen by The Latin Business Chronicle, and a Rising Star on Fortunes list of the 50 Most Powerful Women, among other accolades.
Originally from Monterrey, Mexico, Ms. Trevio studied Computer Science at the Instituto Tecnolgico de Estudios Superiores de Monterrey
(ITESM). Ms. Trevios significant experience in the IT industry, coupled with her experience as an entrepreneur bring important insight to both
the Board and management. Ms. Trevio is a member of the NACD.
Kenneth F. Williamson Director. Mr. Williamson was appointed to the Board in November 2006. Prior thereto, he had been a director of
Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has
worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United
States and Europe. Mr. Williamson is a director of a number of companies in the natural resource sector. He holds a Bachelor of Applied Science
(P.Eng.) degree from the University of Toronto and a Masters in Business Administration from the University of Western Ontario.
Mr. Williamsons experience in the investment banking and natural resources industries, in both domestic and international markets, combined
with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition,
Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the NACD.
Lindsay A. Hall Executive Vice President and Chief Financial Officer. Mr. Hall was appointed Executive Vice President and Chief
Financial Officer of Goldcorp on April 19, 2006. Mr. Hall is a Chartered Accountant with extensive experience in senior financial positions in the
energy industry. He has held a series of progressively senior positions at various major business units of Duke Energy Corporation, culminating in
the role of Vice President and Treasurer. Mr. Hall also previously held the position of Vice President, Finance, for Westcoast Energy until it was
acquired by Duke Energy Corporation. Mr. Hall has a Bachelor of Arts in Economics and a Bachelor of Commerce (Honours) from the University
of Manitoba.
Timo Jauristo Executive Vice President, Corporate Development. Mr. Jauristo was appointed Vice President, Corporate Development of
the Corporation effective June 16, 2009. On July 8, 2010, Mr. Jauristo was appointed Executive Vice President, Corporate Development of
Goldcorp. Mr. Jauristo is a geologist with over 30 years of international experience in the mining industry in gold, base metals and uranium. He
spent 15 years with Placer Dome in various operating and corporate roles in exploration in Australia and Asia and in business development.
Mr. Jauristo served as the General Manager Corporate Development at Placer Dome from August 1997 to June 2005. Mr. Jauristo was involved in
numerous merger and acquisition transactions in many of the major gold producing regions of the world. Between leaving Placer Dome in 2005
and joining Goldcorp in 2009, Mr. Jauristo was the Chief Executive Officer of Zincore Metals Inc. from November 2006 to May 2009 and was the
Chief Executive Officer of Southwestern Resources Corp. from September 2007 to May 2009, both junior mining companies with exploration and
development assets mostly in Peru.
George Burns Executive Vice President and Chief Operating Officer. Mr. Burns was appointed Executive Vice President and Chief
Operating Officer on August 8, 2012. On April 1, 2011, Mr. Burns was appointed Senior Vice President, Mexico from his prior position as Senior
Vice President, Canada and United States of the Corporation. Mr. Burns joined Goldcorp on August 8, 2007 and has over 34 years of experience
in the mineral sector, including executive, operations, development and engineering leadership roles in gold, copper and coal operations. Prior to
joining Goldcorp, Mr. Burns was Vice President and Chief Operating Officer of Centerra Gold Inc. Mr. Burns served in various capacities for
Asarco, including Vice President of Mining as well as numerous capacities for Cyprus Minerals Corporation and he began his career with the
Anaconda Company in 1978. Mr. Burns received a Bachelor of Science degree in Mining Engineering from the Montana College of Mineral
Science and Technology in 1982.

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Maryse Belanger Senior Vice President, Technical Services. Ms. Belanger was appointed Senior Vice President, Technical Services on
October 24, 2012 and prior to that she served as Vice President, Technical Services from October 2011 to October 2012. Prior to that, she served
as Director, Technical Services from October 2009 to October 2011. She has more than 25 years experience in the mining industry, which
includes all aspects of geostatistics, mine planning, mining operations, managing technical services teams, preparing pre-feasibility and feasibility
studies, implementing best practices and corporate standards and providing oversight to corporate development activities. Prior to joining
Goldcorp, Ms. Belanger worked for Kinross Gold Corporation (Kinross) from October 2003 to October 2009. At Kinross, she held the position
of Director, Technical Services from September 2005 to October 2009.
Brent Bergeron Senior Vice President, Corporate Affairs. Mr. Bergeron has 20 years of international and government relations
experience in many sectors such as government software, broadcasting, telecommunications and utilities. From June 2009 April until October
2010, Mr. Bergeron was employed by Harris Computer Systems Inc., the Advanced Utility Division, as Vice President of Business and Strategic
Development. Prior to this position, Mr. Bergeron held progressively senior positions at various companies in Canada and Mexico where he was
responsible for government relation and business development activities in Latin America, Africa, Europe and Asia. Mr. Bergeron has a Bachelor
of Arts (Economics) and Master of Arts (Economics) degree from Carleton University.
Horacio Bruna Senior Vice President, Mexico. Mr. Bruna was appointed Senior Vice President, Mexico on August 21, 2012 and prior to
that he served as Vice President, Canada and US Operations from April 1, 2011 to August 21, 2012. Mr. Bruna is a Civil Mining Engineer with 36
years experience in the mining sector, managing copper and gold mines in the exploration, development and operational stages in Chile, Mexico,
Spain and Canada. Mr. Bruna was initially involved in the Collahuasi and Quebrada Blanca projects in Chile from 1979 to 1992 as Resident
Manager working for Falconbridge Canada, and in 1992 he was the Special Projects Superintendant at Kidd Creek Mines in Northern
Ontario. From 1993 to 1994, Mr. Bruna was the Chief of Operations at the Asnalcollar Mine in Spain. From 1997 to 2006 he served as the
General Manager for Antofagasta Minerals PLC of the Michilla copper mine. Mr. Bruna joined Goldcorp in 2006 as the manager of the La Coipa
gold mine in northern Chile. From January 2008 to February 2008 he was the Mine Manager at the Nukay mine in Guerrero, Mexico. Mr. Bruna
served as the Chief Operating Officer of the Mexican operations for the corporation from October 2008 to September 2010. Mr. Bruna has a Civil
Mining Engineer degree from the University of Chile.
Paul Farrow Senior Vice President, People and Safety. Mr. Farrow was appointed Senior Vice President, People and Safety on
February 15, 2012 and prior to that he served as Vice President, Safety and Health. Prior to that, he served as Director of Safety in 2007. Prior to
joining Goldcorp, Mr. Farrow was a principal with Environmental Resources Management in Toronto (since 2003). From 2000 to September,
2003, Mr. Farrow was President at Hunter Jordan Associates. He has over 25 years experience in the safety, health and environmental fields as
well as a background in management consulting.
Barry Olson Senior Vice President, Project Development. Mr. Olson was appointed Vice President, Project Development on October 30,
2008. On July 8, 2010, Mr. Olson was appointed Senior Vice President, Project Development of Goldcorp. Prior thereto, he served as the Vice
President, Chief Operating Officer, Luismin, Mexico from May 2007 to October 2008. From August 2006 until the completion of the acquisition
of Glamis, Mr. Olson was Vice President, Director, Mexican Operations of Glamis. Prior to joining Glamis, from 2001 to August 2006, Mr. Olson
was Vice President, General Manager for Coeur dAlene Mines Corp. at its Rochester mine and Senior Vice President, Operations for mines in
Chile and Argentina. Mr. Olson has extensive experience in design, construction and managing mines in Nevada, California, Chile and Argentina.
Mr. Olson has a Bachelor of Science degree in Metallurgical Engineering and a Masters of Science degree in Mining Engineering from the
University of Idaho.
Charles Ronkos Senior Vice President, Exploration. Mr. Ronkos was appointed Vice President, Exploration of the Corporation effective
January 1, 2007. On July 8, 2010, Mr. Ronkos was appointed Senior Vice President, Exploration of Goldcorp. From 1999 until the completion of
the acquisition of Glamis, Mr. Ronkos worked most recently as Vice President, Exploration of Glamis. He was employed with Glamis since 1992,
seven of those years with Rayrock Resources Inc. prior to its acquisition by Glamis. He holds a Bachelor of Arts degree from the Wittenberg
University and graduated from the University of Nevada with a Master of Science degree in 1981.

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His 34 year career includes assignments with Rio Algom, Battle Mountain Gold, Pegasus, Hecla and Cordex.
Colette Rustad Senior Vice President, Corporate Controller. Ms. Rustad was appointed Vice President, Corporate Controller of the
Corporation effective May 2, 2007. On July 8, 2010, Ms. Rustad was appointed Senior Vice President, Corporate Controller of Goldcorp.
Ms. Rustad has over 20 years experience as an international finance professional in the mining/resource/finance industries. During her 11 year
tenure at Placer Dome, she held senior leadership positions that included Vice President, Chief Financial Officer, Africa, based in Johannesburg;
Director, Global Audit Services and Treasurer, North America. During her eight year tenure at Ernst & Young, Toronto, she specialized in both
audit and tax in the financial institution and resources industries. She is a member of the Institute of Chartered Accountants of Ontario and British
Columbia; completed the Advanced Management Program, the Wharton Business School, at the University of Pennsylvania; and has a Bachelor
of Commerce degree from the University of Calgary.
Mark A. Ruus Senior Vice President, Tax. Mr. Ruus was appointed Vice President, Tax of the Corporation effective November 15, 2006,
having joined the Corporation in July 2006. On July 8, 2010, Mr. Ruus was appointed Senior Vice President, Tax of Goldcorp. He is responsible
for global tax planning, tax-related support of corporate development and finance activities and tax compliance. Before joining the Corporation,
Mr. Ruus was Vice President, Taxation for Placer Dome where he played leading tax roles for ten years. Prior to this he spent 14 years with Price
Waterhouse (pre-merger with Coopers & Lybrand) servicing primarily international resource companies. Mr. Ruus is a Chartered Accountant and
holds a Bachelor of Commerce degree from the University of Calgary.
Cheryl A. Sedestrom Senior Vice President, Metals Marketing. Ms. Sedestrom was appointed Senior Vice President, Metals Marketing
of Goldcorp on July 8, 2010. From May 2008 to July 2010 she served as Vice President, Metals Marketing and prior to that as Vice President,
Risk Management from January 1, 2007 to May, 2008. From 2000 until the completion of the acquisition of Glamis, Ms. Sedestrom served as
Vice President, Finance, Chief Financial Officer and Treasurer of Glamis. Ms. Sedestrom has over 25 years of experience in the mining and
financial industries with Glamis and Goldman Sachs & Co., including the J. Aron commodity-trading division. Ms. Sedestrom is a Certified
Public Accountant and holds a M.B.A. in accounting as well as a B.A. in political science, both from the University of Michigan.
Luis Canepari Vice President, Information Technology. Mr. Canepari was appointed Vice President, Information Technology on
February 15, 2013. As Vice President, Information Technology, Mr. Canepari leads the global information technology organization and is
responsible for driving and overseeing enterprise-wide plans to further realize value from our strategic business and technology investments,
particularly leveraging SAP as our strategic platform. Mr. Canepari joined Goldcorp in November 2012, serving as Director, Information
Technology Applications. Before joining Goldcorp, Mr. Canepari held the position of Director of Enginnering and Construction in AES
Corporation based in Arlington, Virginia. Prior to that, Mr. Canepari held several information technology leadership positions at AES Corporation
and EXXon Mobil Corporation. Mr. Canepari holds an MBA degree from Georgetown University, Washington, DC and a Bachelor in Science
degree with a major in Systems Engineering from Universidad Metrolopolitana, Caracas, Venezuela. He is also a Certified Information Security
Manager and a Certified Information Security Auditor.
Kathy Chan Vice President, Assistant Controller. Ms. Chan was appointed Vice President, Assistant Controller of the Corporation
effective May 19, 2010. Prior to joining the Corporation, Ms. Chan was employed by Impact Financial Management Inc. and provided financial
and management consulting services in the capacity of controller and corporate secretary for several resource companies including Gold Wheaton
Gold Corp. (TSX), Calypso Uranium Corp., Thor Exploration Ltd., and Cap-Link Ventures Ltd. (listed on the TSX Venture Exchange) from
February 2007 to April 2010. From July 2006 to February 2007, Ms. Chan served as the Senior Manager of Financial Reporting with the British
Columbia Transmission Corporation. Over a period of eleven years, Ms. Chan has held various financial reporting positions at Duke Energy Gas
Transmission (formerly Westcoast Energy Inc.), ultimately as Director of Financial reporting. Ms. Chan is a Chartered Accountant and holds a
Bachelor of Business Administration from Simon Fraser University.
Frank Crema Vice President, Treasurer. Mr. Crema was appointed Vice President, Treasurer of the Corporation effective April 28,
2010. He has twenty-five years experience as an accountant and international

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finance professional in the mining industry. Mr. Crema joined Goldcorps finance department on May 15, 2006 as its Assistant Treasurer. During
his eighteen year career with Placer Dome, he held various accounting positions within the parent company. This time was followed by a number
of treasury positions of increasing responsibility over the last twelve years with two Placer Dome subsidiaries culminating with the position of
Senior Treasury Analyst with the parent company. Mr. Crema is a member of Certified General Accountants of British Columbia (1986) and a
graduate of the University of British Columbia Commerce undergraduate program (1982).
Jerry W. Danni Vice President, Environment. Mr. Danni was appointed Vice President, Environment of Goldcorp on January 7, 2013.
Prior to joining Goldcorp, he held the position of Executive Vice President with Golden Minerals Company. He previously served as Senior Vice
President, Environmental, Health and Safety with Kinross Gold Corporation, and as Vice President Environmental Affairs with Cyprus Amax.
Mr. Danni has more than 30 years of international mining industry experience, with extensive experience in environmental and sustainability
senior positions. He holds a Bachelor Degree in Chemistry, is a member of the Society of Mining Engineers, and is a past Director of the U.S.
National Mining Association.
Rohan Hazelton Vice President, Strategy. Mr. Hazelton was appointed Vice President, Strategy on July 25, 2012. He is responsible for
developing and evaluating strategic initiatives as well as guiding the Corporations overall corporate strategies. Mr. Hazelton has held a variety of
senior management positions at Goldcorp including Vice President of Finance, Chief Financial Officer of Goldcorp Mexico, Corporate Controller,
and Head of Gold Sales. Mr. Hazelton in a Chartered Accountant with over 15 years of finance experience, 10 of those years at senior positions
within the mining industry. Mr. Hazelton previously worked for Deloitte LLP and Arthur Andersen LLP and was a commercial loans officer for
Dialog Bank Moscow, Russia. Mr. Hazelton has a B.A. in Math and Economics from Harvard University.
Wendy Louie Vice President, Financial Reporting. Ms. Louis was appointed Vice President, Financial Reporting on May 19, 2010 and
prior to that she served as Vice President, Controller of the Corporation from November 15, 2006 to May 2007. Prior to that she served as Vice
President, Assistant Controller from May 3, 2007 to May 2010, when she was appointed Vice President, Financial Reporting. Prior to joining the
Corporation, from May 2003 to May 2006, she was a Senior Tax Manager at Ernst & Young, and prior thereto, over a period of nine years, held
various financial reporting positions at Duke Energy Gas Transmission (formerly Westcoast Energy Inc.), ultimately as Director of Corporate
Accounting. Ms. Louie is a Chartered Accountant and holds a Bachelor of Commerce from University of British Columbia.
Bernie Loyer Vice President, Projects South America. Mr. Loyer was appointed Vice President, Project South America in November
2012. Prior to that he served as Senior Project Director, South America from August 2011 to November 2012 and was based in Santiago, Chile.
Mr. Loyer joined Goldcorp in April 2010 where he was a part of the construction development team that completed the construction and the first
year of operations at the Peasquito Mine. Prior to joining Goldcorp, Mr. Loyer spent five years at FLSmidth Minerals serving as Vice President,
Minerals Technology where he was responsible for all global process technology, manufacturing and material handling. Prior to that he served 15
years with BHP Billiton, spending the last 10 years in Peru and Chile where he held operational leadership roles and led a number of projects.
Mr. Loyer has served on the boards of various international companies including KOCH-MVT Material Handling, RAHCO International,
Conveyor Engineering, Excel Foundry and CEIM Centro de Entrenamiento Industrial y Minero in Antofagasta, Chile.
Richard Orazietti Vice President, Internal Audit. Mr. Orazietti joined Goldcorp on January 16, 2012 and was appointed Vice President,
Internal Audit effective February 15, 2012. Prior to Goldcorp, Mr. Orazietti was Vice President of Finance at BCE Inc., Canadas largest
communications company where he led the financial management of various operating divisions including most recently, its residential services
business. Prior to joining BCE Inc. in December 2004, he was Director, Operational Finance at 360networks Corp, a North American
telecommunications provider, where he held several increasingly senior roles in Finance and was a key member of the management team involved
in the sale of the 360networks Canadian operations to BCE Inc. He brings to the company extensive experience in financial and operational
management, business planning, mergers and acquisitions and restructuring. Mr. Orazietti is a Chartered Accountant in British Columbia and
holds a Bachelor of Business Administration from Simon Fraser University.

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David Parsons Vice President, Insurance. Mr. Parsons is Vice President, Insurance of the Corporation. Prior to this appointment he was
Director, Corporate Services and Financial Analysis from 2004 to 2010. He was employed by Wheaton River in 2001, serving as Controller until
October 2004, and was directly involved in the acquisitions by Wheaton River and the subsequent merger with Goldcorp in 2005. Mr. Parsons
holds a Bachelor of Arts degree from the University of British Columbia and is a Certified General Accountant with over 25 years experience in
the gold mining industry, having served in the roles of Controller, Chief Financial Officer and Director of public companies.
Raman Randhawa Vice President, Finance, Operations. Mr. Randhawa was appointed Vice President, Operations, Finance on
November, 20, 2012. Mr. Randhawa is a Chartered Accountant with over ten years experience in the mining industry. He has held a series of
senior financial leadership roles at Goldcorp. Prior to joining Goldcorp in 2005, Mr. Randhawa worked at the international firm of Ernst & Young.
Mr. Randhawa has a Bachelor of Business Administration (Finance and Accounting) from Simon Fraser University.
Bill Shand Vice President, Operations and Maintenance Strategy. Mr. Shand was appointed Vice President, Operations and Maintenance
Strategy on October 24, 2012. Prior thereto, he held the position of Mine General Manager at Goldcorps Wharf Mine from July 2009 to October
2012. Mr. Shand is a Professional Engineer with over 20 years of experience in the mining industry. He has held a series of progressively senior
positions at Goldcorp and Placer Dome. Other positions held by Mr. Shand include Senior Metallurgist, Milling Manager, Maintenance Manager,
and Safety Manager. Mr. Shand has a Bachelor of Metallurgical Engineering (Honours) from the Technical University of Nova Scotia.
Anna M. Tudela Vice President, Regulatory Affairs and Corporate Secretary. Ms. Tudela was appointed Vice President, Regulatory
Affairs on May 20, 2008. Prior thereto, she served as Director, Regulatory Compliance from August 2007 to May 2008, was appointed Corporate
Secretary on May 2, 2007 and served as Director, Legal and Assistant Corporate Secretary from August 15, 2005 to May 2, 2007. Ms. Tudela has
more than 25 years of experience in the securities and corporate finance areas. She is a member of the Canadian Society of Corporate Secretaries,
the Institute of Corporate Directors, the British Columbia and Yukon Chamber of Mines, Forum for Women Entrepreneurs BC, the Rocky
Mountain Mineral Foundation and a member of Women on Board. Prior to joining Goldcorp, Ms. Tudela worked in the Securities and Corporate
Finance Department of Davis LLP. Ms. Tudela was Corporate Secretary of Diamond Fields Resources Inc. from 1995 to 1996 and Director, Legal
and Assistant Corporate Secretary of Silver Wheaton from July 2005 to October 2007.
Eduardo Villacorta Vice President, Central and South America. Mr. Villacorta was appointed Vice President of Operations, Central and
South America effective December 1, 2009. Mr. Villacorta has been involved with Goldcorps Central & South American operations, projects and
joint ventures in the region for more than 12 years now. He went to law school at the National University of Honduras, with an emphasis on
corporate law and has emphasized his academic education on management and negotiations. As a member of Abogados y Asesores Corporativos
S.A.C., a law firm in Honduras, he worked for several mining companies in the country, one of them being Glamis which he joined in 2001 as
General Manager of the San Martn gold mine. Prior to his current position, Mr. Villacorta was the Executive Director for the region
Jeffrey Wilhoit Vice President, Investor Relations. Mr. Wilhoit was appointed Vice President, Investor Relations of the Corporation
effective January 1, 2007. From November 2005 until the completion of the acquisition of Glamis, Mr. Wilhoit served as Director, Investor
Relations of Glamis. Prior thereto, from November 1996 to November 2005, Mr. Wilhoit served as Vice President of the Financial Relations
Board, an investor relations consulting company based in Chicago, Illinois.
Chris Woodall Vice President Operations, Canada and US. Mr. Woodall was appointed Vice President Operations, Canada and US in
January 2013. Prior to this he held the positions of Senior Director, Mining Operational Support and Area General Manager with Barrick.
Mr. Woodall was instrumental in turning around the Hemlo Operations site and succeeded in making it more efficient. Throughout his career, he
has been recognized for his successes in extending mine life as a result of improving mine efficiency and for making fundamental safety and
cultural changes. Mr. Woodall has over 25 years of experience in the mineral sector with a strong emphasis on underground mining. He began his
career in gold mining in Tennent Creek, Australia in 1985. He has also held management positions with the Renison Tin Mine, Henty Gold Mine
in Tasmania and the CSA Copper Mine in New

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South Wales, Australia. Mr. Woodall received a Bachelor of Engineering degree in Mining Engineering from the Western Australian School of
Mines in 1991 and also holds a degree in surveying from the University of South Australia.
Directors are elected at each annual meeting of Goldcorps shareholders and serve as such until the next annual meeting or until their
successors are elected or appointed.
As at February 28, 2013, the directors and executive officers of Goldcorp, as a group, beneficially owned, directly or indirectly, or exercised
control or direction over 5,479,940 Common Shares, representing less than one percent of the total number of Common Shares outstanding before
giving effect to the exercise of options or warrants to purchase Common Shares held by such directors and executive officers. The statement as to
the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and
executive officers of Goldcorp as a group is based upon information furnished by the directors and executive officers.
Cease Trade Orders, Bankruptcies, Penalties and Sanctions
No director or executive officer of the Corporation is, or within ten years prior to the date hereof has been, a director, chief executive officer
or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade
order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more
than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or
chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant
company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued
after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event
that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
No director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to affect
materially control of the Corporation, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company
(including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity,
became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Peter J. Dey, who
ceased to be a director of the Chicago Sun Times in 2008, prior to the Chicago Sun Times filing for Chapter 11 Bankruptcy on March 31, 2009
and Jerry W. Danni, who was an officer of Apex Silver Mines Ltd., which filed for Chapter 11 Reorganization on January 13, 2009; or (ii) has,
within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become
subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to
hold the assets of the director, executive officer or shareholder.
No director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to affect
materially the control of the Corporation, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or
by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or
sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment
decision.

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Conflicts of Interest
To the best of Goldcorps knowledge, and other than as disclosed in this annual information form, there are no known existing or
potential conflicts of interest between Goldcorp and any director or officer of Goldcorp, except that certain of the directors and officers serve as
directors and officers of other public companies, including Silver Wheaton, Tahoe and Primero, and therefore it is possible that a conflict may
arise between their duties as a director or officer of Goldcorp and their duties as a director or officer of such other companies. See Risk Factors
Conflicts of Interest.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
On January 13, 2010, the Corporation received a statement of claim filed by Barrick in the Ontario Superior Court of Justice, against the
Corporation, New Gold, and their affiliated subsidiaries, relating to the exercise of the right of first refusal by a New Gold subsidiary in respect of
Xstrata Chiles interest in the El Morro Project, as described above under the heading General Development of the Business Acquisition of
70% Interest in El Morro Project. Among the relief requested by Barrick is that the El Morro Project be held in trust for the benefit of Barrick.
On February 26, 2010, Barrick delivered a motion seeking leave to amend its statement of claim to add Xstrata Chile, Xstrata Canada and El
Morro as defendants. In the amended statement of claim, Barrick asserted additional claims against Xstrata Chile for breach of the Barrick sale
agreement and breach of the duty of good faith in the performance of its contractual obligations and added Xstrata Canada as a defendant to the
previously stated tort claims. All parties subsequently agreed to have all claims related to the acquisition of the Xstrata interest heard by the
Ontario Courts, including the Supreme Court of Canada. The trial of the liability issues occurred in June 2011. Evidence regarding potential
damages was heard in October 2011. Written arguments were presented by the parties in December 2011 and January 2012 and final oral
arguments were heard by the Court at the end of January and beginning of February 2012. The matter was submitted to the Court for a decision
and on June 26, 2012, the Ontario Superior Court of Justice dismissed the claims of Barrick confirming that Goldcorps acquisition of its interest
in the El Morro Project was consistent with and abided by the relevant agreements and Chilean laws.
On May 26, 2011, the Comunidad Argcola Los Huasco Altinos (CAHA) filed a legal proceeding requesting the invalidation of the
resolution approving the El Morro Projects Environmental Impact Study that was previously issued by the Chilean environmental authority,
Servicio de Evaluacin Ambiental (SEA), on the basis that the environmental assessment did not identify the indigenous communities within
the projects baseline report, did not assess potential project impacts on those communities, and did not propose specific compensation and
mitigation measures for the indigenous communities. On April 27, 2012, the Supreme Court of Chile affirmed the relief granted by the Court of
Appeals of Antofogasta and suspended the resolution until the deficiencies were corrected by the SEA. As a result, the SEA initiated an
administrative process in June of 2012 to address these deficiencies. For the time being, all project field work executed under the terms of the
permit are suspended. Activities not related to site construction, such as detailed engineering, design work and architectural planning remain
underway.
On August 7, 2012, CAHA filed another constitutional action against the SEA seeking to invalidate the administrative process which was
initiated by the SEA. The SEA filed a response with the court defending the validity of the administrative process on September 25, 2012. The
Corporation requested approval to participate as an interested third party and filed its own defense of the administrative process. The Court of
Appeals heard the oral arguments of all parties on October 23, 2012 and, on October 29, 2012, it issued a resolution in favour of the SEA, thereby
confirming the validity of the administrative process. This decision was ultimately upheld by the Supreme Court on December 6, 2012.
In addition to the foregoing, the Corporation is, from time to time, involved in various claims, legal proceedings and complaints arising in
the ordinary course of business. The Corporation cannot reasonably predict the likelihood or outcome of these actions. Goldcorp does not believe
that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by
reason therein, will have a material effect on the financial condition or future results of operations of the Corporation.

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as described below and elsewhere in this annual information form, since January 1, 2010, no director, executive officer or 10%
shareholder of the Corporation or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in
any transaction that has materially affected or will materially affect the Corporation or any of its subsidiaries.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Shares in Canada is CIBC Mellon Trust Company at its principal offices in Vancouver,
British Columbia and Toronto, Ontario. The co-transfer agent and registrar for the Common Shares in the United States is Mellon Investor
Services LLC at its principal offices in Jersey City, New Jersey.
MATERIAL CONTRACTS
The only material contracts entered into by the Corporation within the financial year ended December 31, 2012 or before such time that is
still in effect, other than in the ordinary course of business, is the purchase agreement dated June 1, 2009 between the Corporation and J.P.
Morgan Securities Inc., as representative of several initial purchasers, in connection with the sale of the Notes, available under the Corporations
profile at www.sedar.com .
INTERESTS OF EXPERTS
The following are the technical reports prepared in accordance with NI 43-101 from which certain technical information relating to the
Corporations mineral projects on a property material to the Corporation contained in this annual information form has been derived:






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1. Red Lake Gold Mines Stephane Blais, P.Eng., Technical Services Manager, Red Lake Gold Mines, Chris Osiowy, P.Geo., Manager of
Exploration, Red Lake Gold Mines, and Ian Glazier, P. Eng., Processing Manager, Red Lake Gold Mines, prepared a technical report in
accordance with NI 43-101 entitled Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report dated March 14, 2011, as
amended March 30, 2011.
2. lonore Project Carl Michaud, Eng., Chief Engineer, lonore Project, Andy Fortin, Eng., Manager, Process and Surface Operations,
lonore Project, Jacques Simoneau, P. Geo., formerly Director, Exploration, lonore Project, Eric Chen, P.Geo., Superintendant of Long
Range Planning & Modelling, Peasquito Mine (then, Manager of Mineral Resources, Goldcorp), and Maryse Belanger, P. Geo., Senior
Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled lonore Gold Project
Quebec, Canada NI 43-101 Technical Report that has an effective date of January 26, 2012.
3. Peasquito Mine Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, Peter Nahan, AusIMM., Senior Evaluation Engineer,
Goldcorp, and Maryse Belanger, P.Geo., Senior Vice President, Technical Services, Goldcorp, prepared a technical report in accordance
with NI 43-101 entitled Goldcorp Inc., Peasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report dated
March 21, 2011.
4. Los Filos Mine Maryse Belanger, P.Geo., Senior Vice President, Technical Services, Goldcorp, prepared a technical report in accordance
with NI 43-101 entitled Los Filos Gold Operation, Guerrero State, Mexico NI 43-101 Technical Report that has an effective date of
December 31, 2012.
5. Pueblo Viejo Mine Robbert Borst, C.Eng., formerly Associate Principal Mining Engineer, RPA, Chester Moore, P.Eng., Principal
Geologist, RPA and Andr Villeneuve, P.Eng., Associate Metallurgist, RPA prepared a technical report in accordance with NI 43-101
entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic dated March 16, 2012.
Each of these technical reports is available on SEDAR at www.sedar.com and a summary of each of these technical reports is contained in
this annual information form under Description of the Business Mineral Properties. The authors of the technical reports have reviewed and
approved the summaries of their respective technical reports contained in this annual information form.
All scientific and technical information in this annual information form relating to any updates to the Red Lake Gold Mines, the lonore
Project, the Peasquito Mine, the Pueblo Viejo Mine and the Cerro Negro Project since the date of the respective technical reports, other than the
Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the respective technical reports who are
qualified persons under NI 43-101.
All Mineral Reserves, Ore Reserves and Mineral Resources estimates as at December 31, 2012 included in this annual information form,
have been reviewed and approved by Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, a qualified person under NI
43-101.
Each of the aforementioned firms or persons held less than one percent of the outstanding securities of the Corporation or of any associate or
affiliate of the Corporation when they prepared the technical reports referred to above or following the preparation of such technical reports. None
of the aforementioned firms or persons received any direct or indirect interest in any securities of the Corporation or of any associate or affiliate of
the Corporation in connection with the preparation of such technical reports.
None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected,
appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation, other than Stephane
Blais, Chris Osiowy, Ian Glazier, Carl Michaud, Andy Fortin, Eric Chen, Guillermo Pareja, Peter Nahan, Maryse Belanger and Sophie Bergeron
who are each currently employed by Goldcorp or one of its subsidiaries.
Deloitte LLP (Deloitte) is the independent registered chartered accountants of the Corporation and is independent within the meaning of
the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and the rules and standards of the Public
Company Accounting Oversight Board and the securities laws and regulations administered by the SEC.
AUDIT COMMITTEE
The Corporations Audit Committee is responsible for monitoring the Corporations systems and procedures for financial reporting and
internal control, reviewing certain public disclosure documents and monitoring the performance and independence of the Corporations external
auditors. The Audit Committee is also responsible for reviewing the Corporations annual audited consolidated financial statements, unaudited
interim consolidated financial statements and managements discussion and analysis of financial results of operations for both annual and interim
consolidated financial statements and review of related operations prior to their approval by the full board of directors of the Corporation.
The Audit Committees charter sets out its responsibilities and duties, qualifications for membership, procedures for committee member
removal and appointments and reporting to the Corporations board of directors. A copy of the charter is attached hereto as Schedule A.
The members of the Corporations current Audit Committee are Beverley A. Briscoe (Chair), Lawrence I. Bell, Douglas Holtby and
Kenneth F. Williamson. Each of Ms. Briscoe and Messrs. Bell, Holtby and Williamson are independent and financially literate within the meaning
of Multilateral Instrument 52-110 Audit Committees (MI 52-110). In addition to being independent directors as described above, all members of
the Audit Committee

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6. Cerro Negro Project Maryse Belanger, P. Geo., Senior Vice President, Technical Services, Goldcorp, and Sophie Bergeron, eng., Senior
Mining Engineer, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled Cerro Negro Gold Project, Santa Cruz
Province, Argentina, NI 43-101 Technical Report on Updated Feasibility Study dated April 5, 2011.
must meet an additional independence test under MI 52-110 in that their directors fees are the only compensation they, or their firms, receive
from the Corporation and that they are not affiliated with the Corporation. The meaning of independence under MI 52-110 is set out in Schedule
A to the Audit Committees charter.
The Audit Committee met four times in 2012. Each of Beverley A. Briscoe (Chair), Lawrence I. Bell, Douglas M. Holtby and Kenneth F.
Williamson were present at all four meetings.
Relevant Education and Experience
Set out below is a description of the education and experience of each audit committee member that is relevant to the performance of his or
her responsibilities as an audit committee member:
Beverley A. Briscoe Director. Ms. Briscoe has been President of Briscoe Management Limited since 2004. From 2003 to 2007, she was
Chair of the Industry Training Authority for BC, from 1997 to 2004, she was President and owner of Hiway Refrigeration Limited, from
1994 to 1997, she was Vice President and General Manager of Wajax Industries Limited, from 1989 to 1994, she was Vice President,
Finance of Rivtow Group of Companies and, from 1983 to 1989, she was Chief Financial Officer of various operating divisions of The Jim
Pattison Group. Ms. Briscoe is currently a director of Ritchie Bros. Auctioneers Incorporated. She is a Fellow Chartered Accountant. She
holds a Bachelor of Commerce degree from the University of British Columbia. Ms. Briscoe brings an important range of extensive and
diverse financial, accounting and business experience to the Board. In addition, Ms. Briscoes experience managing financial and reporting
matters benefit the Corporation with respect to the issues overseen by the Corporations Audit Committee. Ms. Briscoe is a member of the
NACD. On March 2, 2011, Ms. Briscoe received the Lifetime Achievement Award at the 12 Annual Influential Women in Business
Awards and on May 30, 2012, Ms. Briscoe was presented with the Institute of Corporate Directors 2012 ICD Fellowship Award.
Lawrence I. Bell Director. Mr. Lawrence Bell served as the non-executive Chairman of British Columbia Hydro and Power Authority
until December 2007. From August 2001 to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British Columbia
Hydro and Power Authority and, from 1987 to 1991, he was Chairman and Chief Executive Officer of British Columbia Hydro and Power
Authority. He is also a director of Capstone Mining Corp., Matrix Asset Management Inc. and Silver Wheaton Corp. and is former
Chairman of the University of British Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit) Project. Prior to
these positions, Mr. Bell was Chairman and President of the Westar Group and Chief Executive Officer of Vancouver City Savings Credit
Union. In the provinces public sector, Mr. Bell has served as Deputy Minister of Finance and Secretary to the Treasury Board. He holds a
Bachelor of Arts degree and an Honours Ph.D. from the University of British Columbia. He also holds a Masters of Arts degree from San
Jos State University. The Board benefits from Mr. Bells extensive financial expertise, his public company experience, his public sector
service and experience, and his knowledge of public policy issues. Mr. Bell is a member of the NACD.
Douglas M. Holtby Vice Chairman of the Board and Lead Director. Mr. Holtby is the Vice-Chairman of the Board and Lead Director of
the Corporation. He is also President and Chief Executive Officer of three private investment companies, Arbutus Road Investments Inc.,
Majick Capital Inc. and Holtby Capital Corporation and Chairman of the Board of Silver Wheaton Corp. From 1974 to 1989, he was
President of Allarcom Limited, from 1982 to 1989, he was President of Allarcom Pay Television Limited, from 1989 to 1996, he was
President, Chief Executive Officer and a director of WIC Western International Communications Ltd. and Chairman of Canadian Satellite
Communications Inc. and from 1998 to 1999, he was a Trustee of ROB.TV and CKVU. He is a Fellow Chartered Accountant. Mr. Holtbys
financial sophistication, accounting background, extensive investment and management experience, and business and strategic expertise
significantly enhance the skill set of the Board and its committees. Mr. Holtby is a member of the NACD and the ICD.
Kenneth F. Williamson Director. Mr. Williamson was appointed to the Board in November 2006. Prior thereto, he had been a director of
Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has
worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United

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th
States and Europe. Mr. Williamson is a director of a number of companies in the natural resource sector. He holds a Bachelor of Applied
Science (P.Eng.) degree from the University of Toronto and a Masters in Business Administration from the University of Western Ontario.
Mr. Williamsons experience in the investment banking and natural resources industries, in both domestic and international markets,
combined with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these
issues. In addition, Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the
NACD.
Pre-Approval Policies and Procedures
The Audit Committees charter sets out responsibilities regarding the provision of non-audit services by the Corporations independent
registered chartered accountants. This policy encourages consideration of whether the provision of services other than audit services is compatible
with maintaining the auditors independence and requires Audit Committee pre-approval of permitted audit and audit-related services.
External Auditor Service Fees
Audit Fees
The aggregate audit fees billed by the Corporations independent registered chartered accountants for the financial year ended December 31,
2012 were $6,114,963 (for the financial year ended December 31, 2011 $5,511,772).
Audit-Related Fees
The aggregate audit-related fees billed by the Corporations independent registered chartered accountants for the financial year ended
December 31, 2012 were $171,953 (for the financial year ended December 31, 2011 $554,952).
Tax Fees
The aggregate tax fees in respect of tax compliance, tax advice and tax planning billed by the Corporations independent registered chartered
accountants for the financial year ended December 31, 2012 were $254,721 (for the financial year ended December 31, 2011 $263,023).
All Other Fees
The aggregate non-audit fees billed by the Corporations independent registered chartered accountants for the financial year ended
December 31, 2012 were $102,902 (for the financial year ended December 31, 2011 $9,628). These fees relate to work performed relating to
human capital and mine safety matters.
Auditor Partner Rotation
As a registrant with the United States Securities and Exchange Commission, the signing Deloitte audit partner and the engagement quality
control partner cannot serve in those roles on the Goldcorp audit team for more than five consecutive years. Deloitte audit partners of Goldcorp
subsidiaries whose assets or revenues constitute 20% or more of the assets or revenues of Goldcorps respective consolidated assets or revenues
cannot serve in this role for more than seven consecutive years.
ADDITIONAL INFORMATION
Additional information relating to the Corporation can be found on SEDAR at www.sedar.com ; on the United States Securities and
Exchange Commission website at www.sec.gov ; or on Goldcorps website at www.goldcorp.com . Additional information, including directors
and officers remuneration and indebtedness, principal holders of the Corporations securities and securities authorized for issuance under equity
compensation

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plans is contained in the management information circular of the Corporation dated March 20, 2012 which is available on SEDAR at
www.sedar.com and will be contained in the management information circular of the Corporation for its annual and special meeting to be held in
April 2013, which will be available on SEDAR at www.sedar.com . Additional financial information is provided in the Corporations audited
consolidated financial statements and managements discussion and analysis for the financial year ended December 31, 2012.

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SCHEDULE A
GOLDCORP INC.
AUDIT COMMITTEE CHARTER

The Audit Committee (Audit Committee or Committee) is a committee of the Board of Directors (the Board) of Goldcorp Inc. (Goldcorp
or the Company). The primary function of the Audit Committee is to assist the Board in fulfilling its financial reporting and controls
responsibilities to the shareholders of the Company and the investment community. The external auditors will report directly to the Audit
Committee. The Audit Committees primary duties and responsibilities are:













Approved by the Board on February 15, 2012
I. PURPOSE

A. overseeing the integrity of the Companys financial statements and reviewing the financial reports and other financial information
provided by the Company to any governmental body or the public and other relevant documents;
B. assisting the Board in oversight of the Companys compliance with legal and regulatory requirements;

C. recommending the appointment and reviewing and appraising the audit efforts of the Companys independent auditor, overseeing the
non-audit services provided by the independent auditor, overseeing the independent auditors qualifications and independence and
providing an open avenue of communication among the independent auditor, financial and senior management and the Board of
Directors;
D. assisting the Board in oversight of the performance of the Companys internal audit function;

E. serving as an independent and objective party to oversee and monitor the Companys financial reporting process and internal controls,
the Companys processes to manage business and financial risk, and its compliance with legal, ethical and regulatory requirements;
F. preparing Audit Committee report(s) as required by applicable regulators; and
G. encouraging continuous improvement of, and fostering adherence to, the Companys policies, procedures and practices at all levels.
II. COMPOSITION AND OPERATIONS

A. The Committee shall operate under the guidelines applicable to all Board committees, which are located in item 31(vii) of Tab A-8,
Board Guidelines.

B. The Audit Committee shall be comprised of at least three directors, all of whom are independent as such term is defined in
Appendix A of the Board Guidelines (Tab A-8).

C. In addition, unless otherwise authorized by the Board, no director shall be qualified to be a member of the Audit Committee if such
director (i) is an affiliated person, as defined in Appendix One, or (ii) receives (or his/her immediate family member or the entity for
which such director is a director, member, partner or principal and which provides consulting, legal, investment banking, financial or
other similar services to the Company receives), directly or indirectly, any consulting, advisory, or other compensation from the







To fulfill its responsibilities and duties the Audit Committee shall:






Approved by the Board on February 15, 2012
A-2
Company other than compensation for serving in his or her capacity as member of the Board and as a member of Board committees.

D. All members shall, to the satisfaction of the Board of Directors, be financially literate as defined in Appendix One, and at least one
member shall have accounting or related financial management expertise to qualify as a financial expert as defined in Appendix
One.

E. If a Committee member simultaneously serves on the audit committees of more than three public companies, the Committee shall seek
the Boards determination as to whether such simultaneous service would impair the ability of such member to effectively serve on the
Companys audit committee and ensure that such determination is disclosed.

F. The Committee shall meet at least four times annually, or more frequently as circumstances require. The Committee shall meet within
45 days following the end of each of the first three financial quarters to review and discuss the unaudited financial results for the
preceding quarter and the related MD&A and shall meet within 90 days following the end of the fiscal year end to review and discuss
the audited financial results for the year and related MD&A prior to their publishing.

G. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. For
purposes of performing their audit related duties, members of the Committee shall have full access to all corporate information and
shall be permitted to discuss such information and any other matters relating to the financial position of the Company with senior
employees, officers and independent auditors of the Company.

H. As part of its job to foster open communication, the Committee should meet at least annually with management and the independent
auditor in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee or at least its Chair should meet with the independent auditor and management quarterly to
review the Companys financial statements.

I. Each of the Chairman of the Committee, members of the Committee, Chairman of the Board, independent auditors, Chief Executive
Officer, Chief Financial Officer or Secretary shall be entitled to request that the Chairman of the Audit Committee call a meeting
which shall be held within 48 hours of receipt of such request.
III. RESPONSIBILITIES AND DUTIES
A. Create an agenda for the ensuing year.
B. Review and update these Terms of Reference at least annually, as conditions dictate.

C. Describe briefly in the Companys annual report and more fully in the Companys Management Information Circular the Committees
composition and responsibilities and how they were discharged.
D. Documents/Reports Review













Approved by the Board on February 15, 2012
A-3

i) Review with management and the independent auditors, the Companys interim and annual financial statements, management
discussion and analysis, earnings releases and any reports or other financial information to be submitted to any governmental
and/or regulatory body, or the public, including any certification, report, opinion, or review rendered by the independent
auditor for the purpose of recommending their approval to the Board prior to their filing, issue or publication. The Chair of the
Committee may represent the entire Committee for purposes of this review in circumstances where time does not allow the full
Committee to be available.

ii) Review analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative
GAAP methods on the financial statements.

iii) Review the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of
the Company.

iv) Review policies and procedures with respect to directors and officers expense accounts and management perquisites and
benefits, including their use of corporate assets and expenditures related to executive travel and entertainment, and review the
results of the procedures performed in these areas by the independent auditor, based on terms of reference agreed upon by the
independent auditor and the Audit Committee.
v) Review expenses of the Non-Executive Board Chair and of the CEO annually.
vi) Review the Companys aircraft flight record annually.

vii) Ensure that adequate procedures are in place for the review of the Companys public disclosure of financial information
extracted or derived from the issuers financial statements, as well as review any financial information and earnings guidance
provided to analysts and rating agencies, and periodically assess the adequacy of those procedures.
E. Independent Auditor

i) Recommend to the Board and approve the selection of the independent auditor, consider the independence and effectiveness
and approve the fees and other compensation to be paid to the independent auditor.

ii) Monitor the relationship between management and the independent auditor including reviewing any management letters or
other reports of the independent auditor and discussing any material differences of opinion between management and the
independent auditor.

iii) Review and discuss, on an annual basis, with the independent auditor all significant relationships they have with the Company
to determine their independence and report to the Board of Directors.

iv) Review and approve requests for any non-audit services to be performed by the independent auditor and be advised of any
other study undertaken at the request of management that is beyond the scope of the audit engagement letter and related fees.
Pre-approval of non-audit services is satisfied if:















Approved by the Board on February 15, 2012
A-4

a) The aggregate amount of non-audit services not pre-approved expected to constitute no more than 5% of total fees paid
by issuer and subsidiaries to external auditor during fiscal year in which the services are provided;
b) the Company or a subsidiary did not recognize services as non-audit at the time of the engagement; and
c) the services are promptly brought to Committees attention and approved prior to completion of the audit.

v) Ensure disclosure of any specific policies or procedures adopted by the Committee to satisfy pre-approval requirements for
non-audit services by the Companys external auditor.

vi) Review the relationship of non-audit fees to audit fees paid to the independent Auditor, to ensure that auditor independence is
maintained.
vii) Ensure that both the audit and non-audit fees are disclosed to shareholders by category.

viii) Review the performance of the independent auditor and approve any proposed discharge and replacement of the independent
auditor when circumstances warrant. Consider with management and the independent auditor the rationale for employing
accounting/auditing firms other than the principal independent auditor.

ix) At least annually, consult with the independent auditor out of the presence of management about significant risks or exposures,
internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the
organizations financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any
payments, transactions, or procedures that might be deemed illegal or otherwise improper.

x) Arrange for the independent auditor to be available to the Audit Committee and the full Board as needed. Ensure that the
auditors report directly to the Audit Committee and are made accountable to the Board and the Audit Committee, as
representatives of the shareholders to whom the auditors are ultimately responsible.

xi) Oversee the work of the independent auditors engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attest services.

xii) Ensure that the independent auditors are prohibited from providing the following non-audit services and determining which
other non-audit services the independent auditors are prohibited from providing:
a) bookkeeping or other services related to the accounting records or financial statements of the Company;
b) financial information systems design and implementation;
c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports;



















Approved by the Board on February 15, 2012
A-5
d) actuarial services;
e) internal audit outsourcing services;
f) management functions or human resources;
g) broker or dealer, investment adviser or investment banking services;
h) legal services and expert services unrelated to the audit; and
i) any other services which the Public Company Accounting Oversight Board determines to be impermissible.
xiii) Approve any permissible non-audit engagements of the independent auditors, in accordance with applicable legislation.
F. Internal Audit
i) The Audit Committees understanding and approval of the annual internal audit plan;
ii) Structuring the internal audit function to promote operational independence;
iii) Establishing a direct line of communication between the head of internal audit and the Audit Committee;
iv) Instituting appropriate communication and reporting lines between the internal auditors and management; and
v) Holding regular meetings between the head of internal audit and the Audit Committee.
G. Financial Reporting Processes

i) In consultation with the independent auditor review the integrity of the organizations financial and accounting controls and
reporting processes, both internal and external.

ii) Consider the independent auditors judgments about the quality and appropriateness, not just the acceptability, of the
Companys accounting principles and financial disclosure practices, as applied in its financial reporting, particularly about the
degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are
common practices or are minority practices.

iii) Consider and approve, if appropriate, major changes to the Companys accounting principles and practices as suggested by
management with the concurrence of the independent auditor and ensure that the accountants reasoning is described in
determining the appropriateness of changes in accounting principles and disclosure.
H. Process Improvement













Approved by the Board on February 15, 2012
A-6

i) Discuss with independent auditors (i) the auditors internal quality-control procedures; and (ii) any material issues raised by the
most recent internal quality-control review, or peer review, of the auditors, or by any inquiry of investigation by governmental
or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the
auditors, and any steps taken to deal with any such issues.
ii) Reviewing and approving hiring policies for employees or former employees of the past and present independent auditors.

iii) Establish regular and separate systems of reporting to the Audit Committee by each of management and the independent
auditor regarding any significant judgments made in managements preparation of the financial statements and the view of each
as to appropriateness of such judgments.

iv) Review the scope and plans of the independent auditors audit and reviews prior to the audit and reviews being conducted. The
Committee may authorize the independent auditor to perform supplemental reviews or audits as the Committee may deem
desirable.

v) Following completion of the annual audit and quarterly reviews, review separately with each of management and the
independent auditor any significant changes to planned procedures, any difficulties encountered during the course of the audit
and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the
independent auditor received during the course of the audit and reviews.

vi) Review any significant disagreements among management and the independent auditor in connection with the preparation of
the financial statements.

vii) Where there are significant unsettled issues the Committee shall ensure that there is an agreed course of action for the
resolution of such matters.

viii) Review with the independent auditor and management significant findings during the year and the extent to which changes or
improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. This review
should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the
Committee.

ix) Review activities, organizational structure, and qualifications of the CFO and the staff in the financial reporting area and see to
it that matters related to succession planning within the Company are raised for consideration at the full Board.
I. Ethical and Legal Compliance

i) Review managements monitoring of the Companys system in place to ensure that the Companys financial statements, reports
and other financial information disseminated to governmental organizations, and the public satisfy legal requirements.

ii) Review, with the Companys counsel, legal and regulatory compliance matters, including corporate securities trading policies,
and matters that could have a significant impact on the organizations financial statements.

















Approved by the Board on February 15, 2012
A-7

iii) Review implementation of compliance with the Sarbanes-Oxley Act, Ontario Securities Commission requirements and other
legal requirements.

iv) Ensure that the CEO and CFO provide written certification with annual and interim financial statements and MD&A and the
Annual Information Form.
J. Risk Management

i) Make inquires of management and the independent auditors to identify significant business, political, financial and control
risks and exposures and assess the steps management has taken to minimize such risk to the Company.

ii) Ensure that the disclosure of the process followed by the Board and its committees, in the oversight of the Companys
management of principal business risks, is complete and fairly presented.

iii) Review managements program of risk assessment and steps taken to address significant risks or exposures, including
insurance coverage.
IV. General

i) Conduct or authorize investigations into any matters within the Committees scope of responsibilities. The Committee shall be
empowered to retain independent counsel, accountants and other professionals to assist it in the conduct of any investigation.

ii) Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters.

iii) Ensure disclosure in the Annual Information Form if, at any time since the commencement of most recently completed
financial year, the issuer has relied on any possible exemptions for Audit Committees.

iv) Perform any other activities consistent with this Charter, the Companys Articles and By-laws and governing law, as the
Committee or the Board deems necessary or appropriate.
v) Conduct a Committee annual self-evaluation and report to the Board of Directors.
V. ACCOUNTABILITY

A. The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on audit and financial matters relative
to the Company.

B. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next
Board meeting.
C. The minutes of the Audit Committee should be filed with the Corporate Secretary.
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
Appendix One: Definitions Related to Audit Committee Composition
Affiliated Person under SEC Rules
An affiliated person, in accordance with the rules of the United States Securities and Exchange Commission adopted pursuant to the Sarbanes-
Oxley Act , means a person who directly or indirectly controls the Company, or a director, executive officer, partner, member, principal or
designee of an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with,
the Company.
Financial Literacy Under Multilateral Instrument 52-110
Financially literate, in accordance with MI 52-110, means that the director has the ability to read and understand a set of financial statements
that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by the Companys financial statements.
Financial Expert Under SEC Regulation S-K
A person will qualify as financial expert if he or she possesses the following attributes:





A person shall have acquired such attributes through:




a) an understanding of financial statements and generally accepted accounting principles;
b) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Companys
financial statements, or experience actively supervising one or more persons engaged in such activities;
d) an understanding of internal controls and procedures for financial reporting; and
e) an understanding of audit committee functions.
a) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience
in one or more positions that involve the performance of similar functions;
b) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person
performing similar functions;
c) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or
evaluation of financial statements; or
d) other relevant experience.
Exhibit 99.2
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)
M ANAGEMENT S D ISCUSSION AND A NALYSIS
OF F INANCIAL C ONDITION AND R ESULTS OF O PERATIONS
F OR THE Y EAR E NDED D ECEMBER 31, 2012
This Managements Discussion and Analysis (MD&A) should be read in conjunction with the consolidated financial statements of Goldcorp
Inc. (Goldcorp or the Company) for the year ended December 31, 2012 and related notes thereto which have been prepared in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) (GAAP or IFRS),
effective as of December 31, 2012. This MD&A contains forward-looking statements that are subject to risk factors set out in a cautionary
note contained herein. All figures are in United States (US) dollars unless otherwise noted. References to C$ are to Canadian dollars. This
MD&A has been prepared as of February 14, 2013.
2012 HIGHLIGHTS











GOLDCORP | 1



Gold production of 700,400 ounces for the fourth quarter and 2,396,200 ounces for 2012, compared to 687,900 ounces and
2,514,700 ounces, respectively, in 2011.



Total cash costs of $360 per ounce for the fourth quarter and $300 per ounce for 2012, compared to $261 and $223 per ounce,
respectively, in 2011. On a co-product basis, cash costs were $621 per ounce for the fourth quarter and $638 per gold ounce for
2012, compared to $529 and $534 per gold ounce, respectively, in 2011.


All-in sustaining cash costs of $874 per ounce in 2012.



Net earnings attributable to shareholders of Goldcorp amounted to $504 million for the fourth quarter ($0.62 per share) and
$1,749 million ($2.16 per share) for 2012, compared to net earnings of $405 million ($0.50 per share) and $1,881 million ($2.34
per share), respectively, in 2011. Adjusted net earnings amounted to $465 million ($0.57 per share) for the fourth quarter and
$1,642 million ($2.03 per share) for 2012, compared to $531 million ($0.66 per share) and $1,786 million ($2.22 per share),
respectively, in 2011.



Operating cash flows of $787 million for the fourth quarter and $2,097 million for 2012, compared to $727 million and $2,366
million, respectively, in 2011. Operating cash flows before working capital changes of $721 million ($0.89 per share) for the
fourth quarter and $2,408 million ($2.97 per share) for 2012, compared to $831 million ($1.03 per share) and $2,692 million
($3.35 per share), respectively, in 2011.



Free cash flows of $68 million for the fourth quarter and $(528) million for 2012, compared to $205 million and $571 million,
respectively, in 2011.



Dividends paid of $438 million in 2012, compared to $330 million in 2011. On January 7, 2013, the Company announced an 11%
increase to the annual dividend approved by the Companys Board of Directors.



On March 28, 2012, the Company announced that the High Pressure Grinding Roll (HPGR) supplemental feed system at the
Companys Peasquito mine in Mexico was commissioned.



On April 30, 2012, the Company announced that the Supreme Court of Chile issued a decision suspending the approval of the
environmental permit for the El Morro copper-gold project.



On June 26, 2012, the Company announced that the statement of claim filed by Barrick Gold Corporation (Barrick) in
respect of the Companys acquisition of a 70% ownership in the El Morro project was dismissed by the Ontario Superior Court
of Justice.
(1)
(2)
(3)
(4)
(5)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)



Commencing January 1, 2011, total cash costs on a co-product basis are calculated by allocating production costs to each co-product based on the ratio of actual
sales volumes multiplied by budget metal prices as compared to realized sales prices. Prior period comparatives have been restated accordingly. The budget metal
prices used in the calculation of co-product total cash costs were as follows:

Using actual realized sales prices, co-product total cash costs would be $631 per gold ounce for the three months ended December 31, 2012 (year ended
December 31, 2012 $647). Refer to page 43 for a reconciliation of total cash costs to reported production costs.


Sustaining capital expenditures are defined as those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at
the Companys projects and certain expenditures at the Companys operating sites which are deemed expansionary in nature:





GOLDCORP | 2



On September 24, 2012, the Company was added to the Dow Jones Sustainability Index North America (DJSI). The DJSI
evaluates leaders in corporate social responsibility using rigorous indicators in the areas of corporate, economic, environmental
and social performance.



On January 15, 2013, the Company announced the declaration of commercial production at the Pueblo Viejo mine in the
Dominican Republic by Barrick, the mine operator.

(1) The Company has included non-GAAP performance measures total cash costs, by-product and co-product, per gold ounce, throughout this document. The
Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning.
The Company follows the recommendations of the Gold Institute Production Cost Standard. The Company believes that, in addition to conventional measures
prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Companys performance and ability to generate cash
flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared
in accordance with GAAP. Total cash costs on a by-product basis are calculated by deducting by-product silver, copper, lead and zinc sales revenues from
production costs.

2012 2011 2010
Gold $ 1,600 $ 1,250 $ 1,000
Silver 34 20 16
Copper 3.50 3.25 2.75
Lead 0.90 0.90 0.80
Zinc 0.90 0.90 0.80

(2) For 2013, in conjunction with a non-GAAP initiative being undertaken within the gold mining industry, the Company is adopting an all-in sustaining cash cost
non-GAAP performance measure that the Company believes more fully defines the total costs associated with producing gold, however this performance measure
has no standardized meaning. As the measure seeks to reflect the full cost of gold production from current operations, new project capital is not included in the
calculation. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance
prepared in accordance with GAAP. The Company reports this measure on a sales basis.

All-in sustaining cash cost 2012
Total cash costs (by-product) (page 43) $ 702
Corporate administration 245
Exploration and evaluation costs 55
Reclamation cost accretion 16
Sustaining capital expenditures 1,028
All-in sustaining cash costs $ 2,046
Gold sales ounces 2,340,600
All-in sustaining cash costs per gold ounce $ 874
2012
Project capital and other $ 1,517
Sustaining capital expenditures 1,028
Capitalized interest 63
Expenditures on mining interests and deposits $ 2,608

(3) Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures
prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Companys performance. Accordingly, it is intended to
provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Refer to
page 45 for a reconciliation of adjusted net earnings to reported net earnings attributable to shareholders of Goldcorp.


(4) Operating cash flows before working capital changes and operating cash flows before working capital changes per share are non-GAAP performance measures
which the Company believes provides additional information about the Companys ability to generate cash flows from its mining operations.


(5) Free cash flows is a non-GAAP performance measure which the Company believes that, in addition to conventional measures prepared in accordance with GAAP,
the Company and certain investors use this information to evaluate the Companys

Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)


GOLDCORP | 3

performance. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in
accordance with GAAP. Free cash flows are calculated by deducting expenditures on mining interests, deposits on mining interest expenditures and capitalized interest paid
from net cash provided by operating activities. Refer to page 46 for a reconciliation of free cash flows to reported net cash provided by operating activities.
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

OVERVIEW
Goldcorp is a leading gold producer engaged in the operation, exploration, development and acquisition of precious metal properties in Canada,
the United States, Mexico and Central and South America. The Companys current sources of operating cash flows are primarily from the sale of
gold, silver, copper, lead and zinc.
Goldcorp is one of the worlds fastest growing senior gold producers. Goldcorps strategy is to provide its shareholders with superior returns from
high quality assets. Goldcorp has a strong balance sheet. Its low-cost gold production is located in safe jurisdictions in the Americas and remains
100% unhedged. Goldcorp is listed on the New York Stock Exchange (symbol: GG) and the Toronto Stock Exchange (symbol: G).
At December 31, 2012, the Companys principal producing mining properties were comprised of the Red Lake, Porcupine and Musselwhite gold
mines in Canada; the Peasquito gold/silver/lead/zinc mine and the Los Filos and El Sauzal gold mines in Mexico; the Marlin gold/silver mine in
Guatemala; the Alumbrera gold/copper mine (37.5% interest) in Argentina; and the Marigold (66.7% interest) and Wharf gold mines in the United
States.
The Companys significant development projects at December 31, 2012 include the Cerro Negro gold project in Argentina; the lonore and
Cochenour gold projects in Canada; the Pueblo Viejo gold project (40% interest) in the Dominican Republic, which achieved commercial
production in January 2013; the El Morro gold/copper project (70% interest) in Chile; the Camino Rojo and Noche Buena gold/silver projects in
Mexico; and the Cerro Blanco gold/silver project in Guatemala. The Company also owns a 32.1% equity interest in Primero, a publicly traded
company engaged in the production of precious metals with operations (primarily the San Dimas gold/silver mine) in Mexico, and a 39.9% equity
interest in Tahoe Resources Inc. (Tahoe), a publicly traded company focused on the exploration and development of resource properties, with a
principal objective of developing the Escobal silver project in Guatemala.
Unsettled markets continued during 2012 as a result of the sovereign debt crisis in Europe in the first half of the year together with concerns
regarding the slow pace of economic recovery in China and the US. The run-up to the elections in France, Greece, China and the United States
also weighed on markets. Central bank activity in the US, China and Japan aimed to stimulate economic growth by promising extended periods of
low interest rates and use of quantitative easing. As a result, equity markets showed healthy returns over the course of the year and silver and base
metal prices were also higher. The outlook for long-term gold prices remains strong supported by factors such as increased physical demand and
central bank purchases, continued debasement of international currencies and a stable investment demand with gold as a safe-haven asset class.
Gold prices increased year over year although not trading near the $1,920 levels seen in 2011.
The Company realized an average gold price of $1,672 per ounce in 2012, a 6% increase from 2011s average realized gold price of $1,572 per
ounce.
Gold production in 2012 decreased by 5% from 2011 as delayed de-stress activities and seismicity issues early in 2012 resulted in lower grades
and 18% lower production at Red Lake, and production at Marlin decreased by 46% due to completion of open pit mining in the fourth quarter of
2011 as anticipated. At Peasquito, gold production for 2012 increased by 62% as compared to the prior year despite the continued impact of
water shortages from lower well field production. Peasquito continues to bring additional water wells into production within the Cedros Basin in
addition to new dewatering wells within the Chile Colorado pit. The additional water wells in 2013 are expected to increase mill throughput to
105,000 tonnes per day compared to 98,800 tonnes per day achieved in the fourth quarter of 2012. A water and tailings study to develop a
comprehensive long-term water strategy for the Peasquito district is underway and is expected to be completed during the first half of 2013.
Production costs increased by 14% from the prior year primarily due to revisions to estimates in reclamation and closure cost obligations at certain
of the Companys inactive and closed sites, higher employee and consumables costs as seen across the industry,

GOLDCORP | 4
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

partially offset by lower YMAD net proceeds payments payable by Alumbrera and higher capitalized development related to stripping activities.
The Company realized an average gold price of $1,692 per ounce during the fourth quarter of 2012, comparable to the prior quarter average
realized gold price of $1,685 per ounce.
Gold production was 18% higher during the fourth quarter of 2012 as compared to the prior quarter. Completion of the de-stressing program in the
third quarter of 2012 and improved access to the High Grade Zone resulted in higher grades and a 39% increase in production at Red Lake.
Production at Porcupine also increased 40% as compared to the prior quarter with higher grades and higher tonnage resulting from sequencing in
the high grade VAZ zone and ongoing infrastructure improvements. Pueblo Viejo continued to ramp up to commercial production, contributing
43,700 ounces in the fourth quarter of 2012. On January 15, 2013, the Company announced the declaration of commercial production at the
Pueblo Viejo mine by Barrick, the mine operator.
Production costs increased by 3% due to an $84 million increase in reclamation and closure costs related to revisions in estimates at the
Companys inactive and closed mines, partially offset by higher capitalized development related to stripping activities and lower export retention
taxes payable by Alumbrera due to increased sales in the prior quarter following resumption of shipments in July 2012.
The Cerro Negro project in Argentina remains on track for first gold production in late 2013. Underground ramp development of the Eureka vein
has advanced to 2,135 metres of the total 3,900 metres planned. The Eureka stockpile now contains an estimated 40,316 tonnes at an estimated
grade of 11.08 grams per tonne gold and 204 grams per tonne silver. Along with Eureka, the Mariana Central and Mariana Norte veins will
provide the initial production at Cerro Negro, where work on the production ramps continues to progress on schedule. Ramp development at
Mariana Central has reached 475 metres and at Mariana Norte, ramp development has reached 310 metres. Overall Engineering, Procurement and
Construction Management (EPCM) was 55% complete at the end of 2012. Total estimated Cerro Negro capital expenditures have increased to
$1.35 billion (in current dollars) due to significant cost inflation in Argentina, country factors, and overall cost escalation.
At lonore, the Company entered into agreements on December 21, 2012 with Hydro-Quebec regarding the joint use of the La Sarcelle road and
access to Hydro infrastructures as well as the conditions governing use of the lands surrounding the Opinaca reservoir. Initial capital increased to
$1.75 billion, excluding the $346 million spent prior to 2011 (in current dollars) due to additional permits required related to water treatment as
well as overall project cost escalation.
The El Morro project in Chile remains suspended pending the resolution by the Chilean environmental permitting authority (the Servicio de
Evaluacin Ambiental or SEA) of certain permitting deficiencies specifically identified by a decision of the Antofogasta Court of
Appeals. Other project activities are focused on gathering information to support permit applications for submission following the completion of
the administrative process and optimization of the project economics including securing long-term power supply.
Pre-commercial production from the new Pueblo Viejo mine in the Dominican Republic was 43,700 ounces (Goldcorps share) for the fourth
quarter of 2012, slightly below expectations, while plant commissioning advanced. Proceeds from the sale of these ounces were recorded as an
offset to capital. Modifications to one of the four autoclaves were carried out in December 2012 to implement design improvements and allow for
higher throughputs, and are being retro-fitted on the remaining three autoclaves in the first half of 2013. The mine achieved commercial
production in January 2013.
Certain members of the Dominican Republic (DR) Congress, including the President of the Chamber of Deputies, have expressed a desire to
amend the Special Lease Agreement (SLA) to accelerate and increase the benefits that the DR will derive from the Pueblo Viejo mine. The
SLA, which provides for substantial benefits to the DR, including through royalties and taxes, in addition to the other indirect benefits derived by
the country such as through employment and purchasing of goods and services, was approved by Congress in 2009 and cannot be unilaterally
altered. However, Barrick, as the operator, while reserving its rights under the SLA, has

GOLDCORP | 5
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

engaged in a dialogue with representatives of the government, with a view to achieving a mutually acceptable outcome. At this time, the outcome
of the dialogue is uncertain, but any amendments to the SLA could impact overall project economics.
During the fourth quarter of 2012, the International Cyanide Management Institute announced that Wharf Mine had been certified as fully
compliant with the International Cyanide Management Code.

GOLDCORP | 6
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

CORPORATE DEVELOPMENT ACTIVITIES
During the year ended December 31, 2012:
Primero Shares
On August 7, 2012, the Company received an additional 8,422,460 Primero shares as settlement of the outstanding $30 million principal of the 1-
year convertible note receivable from Primero (Primero Convertible Note). As a result of the share issuance, the Companys shareholding
increased to 40.9% of the issued and outstanding common shares of Primero. On September 18, 2012, the Company announced that it had entered
into an agreement to sell 8,422,460 Primero shares for total proceeds of C$44 million ($45 million). The sale was completed on October 10, 2012
and immediately following completion of the sale the Companys shareholding decreased to 32.2% of the issued and outstanding common shares
of Primero.
Executive Appointments
On February 15, 2012, the Company appointed Ms. Blanca Trevio de Vega, a new independent director, to its Board of Directors. Ms. Trevio
currently serves as President and Chief Executive Officer of Softtek, a global provider of process-driven Information Technology solutions based
in Monterrey, Mexico and has been instrumental in Mexicos rise as an emerging power in the field of Information Technology services. As one
of the most influential business executives in Latin America, she brings a wealth of talent and global experience to the Companys Board.
On August 8, 2012, the Company announced that George Burns had been appointed Executive Vice President and Chief Operating Officer
(COO). George Burns succeeds Steve Reid as COO following five years in key management roles within Goldcorp and has more than thirty
years of mining experience. In his most recent position as Senior Vice President, Mexico, he oversaw the next phase of ramp-up at Goldcorps
Peasquito operation, as well as the continued growth of the large Los Filos mine. Upon joining Goldcorp in July 2007, he served as Vice
President, Canada and U.S., where he led the major infrastructure investment project at the Red Lake mine. He also played a key role in the
development of the lonore project in Quebec. Prior to joining Goldcorp, he served as Chief Operating Officer at Centerra Gold.

GOLDCORP | 7
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

SUMMARIZED ANNUAL FINANCIAL RESULTS






GOLDCORP | 8
2012 2011 2010
Revenues $ 5,435 $ 5,362 $ 3,738
Gold produced (ounces) 2,396,200 2,514,700 2,466,900
Gold sold (ounces) 2,340,600 2,490,200 2,367,800
Silver produced (ounces) 30,470,500 27,824,600 20,211,800
Copper produced (thousands of pounds) 112,200 96,500 116,000
Lead produced (thousands of pounds) 153,700 154,700 97,400
Zinc produced (thousands of pounds) 324,200 286,400 154,500
Average realized gold price (per ounce) $ 1,672 $ 1,572 $ 1,240
Average London spot gold price (per ounce) $ 1,669 $ 1,572 $ 1,225
Earnings from operations and associates $ 2,170 $ 2,238 $ 1,416
Net earnings from continuing operations $ 1,749 $ 1,881 $ 1,412
Net earnings from discontinued operations, net of tax $ - $ - $ 631
Net earnings $ 1,749 $ 1,881 $ 2,043
Net earnings attributable to shareholders of Goldcorp $ 1,749 $ 1,881 $ 2,051
Earnings from continuing operations per share
Basic $ 2.16 $ 2.34 $ 1.92
Diluted $ 1.95 $ 2.18 $ 1.87
Net earnings per share
Basic $ 2.16 $ 2.34 $ 2.79
Diluted $ 1.95 $ 2.18 $ 2.71
Cash flows from operating activities of continuing operations $ 2,097 $ 2,366 $ 1,764
Total cash costs by-product (per gold ounce) $ 300 $ 223 $ 271
Total cash costs co-product (per gold ounce) $ 638 $ 534 $ 447
Dividends paid $ 438 $ 330 $ 154
Cash and cash equivalents $ 918 $ 1,502 $ 556
Total assets $ 31,212 $ 29,374 $ 27,639
Non-current liabilities $ 7,108 $ 7,118 $ 6,957
(1) The Companys interest in Terrane Metals Corp. and the San Dimas mine, which were disposed of on October 20, 2010 and August 6, 2010, respectively, and previously
reported as separate operating segments, have been reclassified as discontinued operations for the year ended December 31, 2010.

(2) Excludes commissioning sales ounces from Peasquito prior to September 1, 2010 and Pueblo Viejo prior to December 31, 2012, as revenues from sales were credited
against capitalized project costs.

(3) Total cash costs per gold ounce on a by-product basis from continuing operations is calculated net of by-product sales revenues (by-product copper sales revenues for
Alumbrera; by-product silver sales revenues for Marlin; by-product lead and zinc sales revenues and 75% of silver sales revenues for Peasquito at market silver prices and
25% of silver sales revenues for Peasquito at $3.99 per silver ounce sold to Silver Wheaton Corp. (Silver Wheaton) (2011 $3.93 per silver ounce; 2010 $3.90 per
silver ounce)).

(4) Commencing January 1, 2011, total cash costs per gold ounce on a co-product basis from continuing operations is calculated by allocating production costs to each co-
product (Alumbrera (copper); Marlin (silver); Peasquito (silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2).
The Company has restated prior period comparisons of co-product total cash costs accordingly. Using actual realized sales prices, the co-product total cash costs would be
$647 per gold ounce for 2012 (2011 $529 per gold ounce; 2010 $443 per gold ounce).

(1) (2)
(2)
(3)
(1)
( 1 )
(3)
(4)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Review of Annual Financial Results
Net earnings attributable to shareholders of Goldcorp for the year ended December 31, 2012 was $1,749 million, or $2.16 per share, compared to
$1,881 million, or $2.34 per share, in 2011. Compared to 2011, net earnings attributable to shareholders of Goldcorp were impacted significantly
by the following factors:











GOLDCORP | 9


Revenues increased by $73 million primarily due to a $20 million increase in silver revenues and a $32 million increase in lead and zinc
revenues, net of refining charges, principally due to higher sales volumes at Peasquito; and a $28 million increase in copper revenues
primarily due to an 11.6 million pound increase in copper sales volume at Alumbrera; partially offset by a $4 million decrease in gold sales
revenues;


Production costs increased by $295 million, or 14%, primarily due to a $63 million increase in reclamation and closure costs related to
revisions in estimates at the Companys inactive and closed mines and increased consumables and employee costs experienced across the
industry, partially offset by higher capitalized development related to stripping activities, a $49 million decrease in YMAD net proceeds
payments at Alumbrera and the favourable impact of the weakening of the Mexican peso by 4%;


Depreciation and depletion decreased by $19 million, or 3%, due to lower sales volumes;


The Companys share of net earnings of associates increased to $47 million, compared to net losses of associates of $98 million in the prior
year, primarily due to a reversal of a $65 million impairment expense recognized in respect of the Companys investment in Primero which
was recorded in the prior year, partially offset by a further impairment of certain power assets in 2012 at Pueblo Viejo of $14 million, net of
tax. An impairment expense of $18 million, net of tax, had previously been recognized against these power assets in 2011;


Corporate administration expense increased by $16 million due to an increase in corporate activities and higher community and corporate
social responsibility contributions;


A $4 million net gain on securities arising from disposition of certain of the Companys available-for-sale securities. A $319 million net gain
on securities was recognized in the prior year, principally due to the sale of the Companys equity interest in Osisko in the first quarter of
2011 ($320 million before tax and $279 million net of tax);


A decrease in impairment expense of $16 million recognized on certain of the Companys equity and marketable securities;


A $155 million net gain on derivatives comprised of a $127 million unrealized gain on the conversion feature of the Companys convertible
notes (the Companys Notes), a $40 million net gain on foreign currency, heating oil, copper, lead, zinc and silver contracts; partially offset
by a net loss of $11 million on the contract to sell 1.5 million ounces of silver to Silver Wheaton at a fixed price over each of the four years
ending August 5, 2014 (the Silver Wheaton silver contract) and a $1 million unrealized loss on investments in warrants. An $82 million net
gain on derivatives in the prior year was comprised of a $49 million unrealized gain on the conversion feature of the Companys Notes, a $28
million net gain on the Companys share purchase warrants which were exercised or expired in 2011, a $14 million net gain on foreign
currency, heating oil, copper, lead, zinc and silver contracts; partially offset by a $7 million unrealized loss on investments in warrants and a
net loss of $2 million on the Silver Wheaton silver contract;


A $12 million gain on disposition of mining interests arising from the sale of the 8,422,460 Primero shares received as settlement of the
outstanding $30 million principal of the Primero Convertible Note;


Other income of $12 million comprised primarily of $14 million of interest income arising on the $50 million Primero promissory note and
Primero Convertible Note (the Primero Notes) and the Companys cash and cash equivalents and a $5 million gain recognized on a mineral
interest option payment received on one of the Companys exploration properties, partially offset by $5 million of foreign exchange losses.
Other income of $38 million in 2011 was primarily due to the reversal of withholding tax
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)



Adjusted net earnings amounted to $1,642 million, or $2.03 per share , for the year ended December 31, 2012, compared to $1,786 million, or
$2.22 per share, for the year ended December 31, 2011. Compared to 2011, adjusted net earnings were impacted by higher production costs
resulting from increased consumables and employee costs experienced across the industry, partially offset by higher by-product sales revenues
due to higher sales volumes.
Total cash costs (by-product) increased $77 per ounce to $300 per gold ounce , compared to $223 per gold ounce in 2011. The increase was
primarily due to higher production costs, partially offset by higher by-product copper, silver, lead and zinc sales credits.



GOLDCORP | 10

provisions at certain of the Companys operations, interest income of $11 million earned on the Primero Notes and the Companys cash and
cash equivalents, insurance recoveries of $5 million, and $3 million of foreign exchange gains;


A higher effective tax rate for the year ended December 31, 2012, after adjusting for non-deductible share-based compensation expense and
the impact of foreign exchange on deferred income taxes, compared to the year ended December 31, 2011. This was primarily due to the gain
in 2011 on the disposition of the Companys investment in Osisko being subject to a lower effective tax rate and a higher proportion of
earnings in 2011 arising in lower tax rate jurisdictions; and


Income tax for the year ended December 31, 2012 was impacted by a $32 million foreign exchange gain on the translation of deferred income
tax assets and liabilities arising primarily from the Placer Dome Inc. (Placer Dome) and Glamis Gold Ltd. (Glamis) acquisitions in 2006
and the Camino Rojo and Cerro Negro acquisitions in 2010, compared to an $89 million loss for the year ended December 31, 2011.

(1) Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures
prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Companys performance. Accordingly, it is intended to
provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Refer to
page 45 for a reconciliation of adjusted net earnings to reported net earnings attributable to shareholders of Goldcorp.


(2) Total cash costs are a non-GAAP performance measure. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common
performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The
Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate
the Companys performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation
or as a substitute for measures of performance prepared in accordance with GAAP. Total cash costs on a by-product basis are calculated by deducting by-product
copper, silver, lead and zinc sales revenues from production costs. Refer to page 43 for a reconciliation of total cash costs to reported production costs.

(1)
(2)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

QUARTERLY FINANCIAL REVIEW






GOLDCORP | 11
2012
Q1 Q2 Q3 Q4 Total
Revenues $ 1,349 $ 1,113 $ 1,538 $ 1,435 $ 5,435
Gold produced (ounces) 524,700 578,600 592,500 700,400 2,396,200
Gold sold (ounces) 545,700 532,000 617,800 645,100 2,340,600
Silver produced (ounces) 6,618,500 8,184,100 8,509,300 7,158,600 30,470,500
Copper produced (thousands of pounds) 24,100 31,500 31,200 25,400 112,200
Lead produced (thousands of pounds) 39,200 45,900 39,400 29,200 153,700
Zinc produced (thousands of pounds) 63,800 95,000 98,400 67,000 324,200
Average realized gold price (per ounce) $ 1,707 $ 1,596 $ 1,685 $ 1,692 $ 1,672
Average London spot gold price (per ounce) $ 1,691 $ 1,609 $ 1,652 $ 1,722 $ 1,669
Earnings from operations and associates $ 519 $ 404 $ 730 $ 517 $ 2,170
Net earnings $ 479 $ 268 $ 498 $ 504 $ 1,749
Net earnings attributable to shareholders of Goldcorp $ 479 $ 268 $ 498 $ 504 $ 1,749
Net earnings per share
Basic $ 0.59 $ 0.33 $ 0.61 $ 0.62 $ 2.16
Diluted $ 0.51 $ 0.26 $ 0.61 $ 0.47 $ 1.95
Cash flows from operating activities $ 322 $ 554 $ 434 $ 787 $ 2,097
Total cash costs by-product (per gold ounce) $ 251 $ 370 $ 220 $ 360 $ 300
Total cash costs co-product (per gold ounce) $ 648 $ 619 $ 660 $ 621 $ 638
Dividends paid $ 109 $ 110 $ 109 $ 110 $ 438
Cash and cash equivalents $ 1,394 $ 1,221 $ 894 $ 918 $ 918
Total assets $ 29,751 $ 29,874 $ 30,622 $ 31,212 $ 31,212
Non-current liabilities $ 6,924 $ 6,945 $ 7,040 $ 7,108 $ 7,108
(1) Sum of quarterly earnings per share may not equal the total for the year as each quarterly amount is calculated independently of each other.
(2) Excludes commissioning sales ounces from Pueblo Viejo prior to December 31, 2012, as revenues from sales were credited against capitalized project costs.
(3) Total cash costs per gold ounce on a by-product basis is calculated net of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver
sales revenues for Marlin; by-product lead and zinc sales revenues and 75% of silver sales revenues for Peasquito at market silver prices and 25% of silver sales revenues
for Peasquito at $3.99 per silver ounce sold to Silver Wheaton).

(4) Total cash costs per gold ounce on a co-product basis is calculated by allocating production costs to each co-product (Alumbrera (copper); Marlin (silver); Peasquito
(silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). The Company has restated prior period comparisons of co-
product total cash costs accordingly. Using actual realized sales prices, the co-product total cash costs would be $654, $630, $670, and $631 per gold ounce for the three
months ended March 31, June 30, September 30, and December 31, 2012, respectively (year ended December 31, 2012 $647).

(2)
(2)
(1)
(3)
(4)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)





GOLDCORP | 12
2011
Q1 Q2 Q3 Q4 Total
Revenues $ 1,216 $ 1,323 $ 1,308 $ 1,515 $ 5,362
Gold produced (ounces) 637,600 597,100 592,100 687,900 2,514,700
Gold sold (ounces) 627,300 606,400 571,500 685,000 2,490,200
Silver produced (ounces) 6,143,400 6,498,700 6,494,300 8,688,200 27,824,600
Copper produced (thousands of pounds) 21,400 28,000 28,600 18,500 96,500
Lead produced (thousands of pounds) 36,500 38,500 33,600 46,100 154,700
Zinc produced (thousands of pounds) 55,600 66,500 66,400 97,900 286,400
Average realized gold price (per ounce) $ 1,394 $ 1,516 $ 1,719 $ 1,663 $ 1,572
Average London spot gold price (per ounce) $ 1,386 $ 1,506 $ 1,702 $ 1,688 $ 1,572
Earnings from operations and associates $ 533 $ 550 $ 610 $ 545 $ 2,238
Net earnings $ 651 $ 489 $ 336 $ 405 $ 1,881
Net earnings attributable to shareholders of Goldcorp $ 651 $ 489 $ 336 $ 405 $ 1,881
Net earnings per share
Basic $ 0.82 $ 0.61 $ 0.42 $ 0.50 $ 2.34
Diluted $ 0.81 $ 0.52 $ 0.41 $ 0.39 $ 2.18
Cash flows from operating activities $ 586 $ 330 $ 723 $ 727 $ 2,366
Total cash costs by-product (per gold ounce) $ 188 $ 185 $ 258 $ 261 $ 223
Total cash costs co-product (per gold ounce) $ 504 $ 553 $ 551 $ 529 $ 534
Dividends paid $ 75 $ 82 $ 82 $ 91 $ 330
Cash and cash equivalents $ 1,280 $ 1,378 $ 1,476 $ 1,502 $ 1,502
Total assets $ 28,421 $ 28,905 $ 29,404 $ 29,374 $ 29,374
Non-current liabilities $ 7,431 $ 7,438 $ 7,603 $ 7,118 $ 7,118
(1) Sum of quarterly earnings per share may not equal the total for the year as each quarterly amount is calculated independently of each other.
(2) Total cash costs per gold ounce on a by-product basis is calculated net of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver
sales revenues for Marlin; by-product lead and zinc sales revenues and 75% of silver sales revenues for Peasquito at market silver prices and 25% of silver sales revenues
for Peasquito at $3.93 per silver ounce sold to Silver Wheaton).

(3) Total cash costs per gold ounce on a co-product basis is calculated by allocating production costs to each co-product (Alumbrera (copper); Marlin (silver); Peasquito
(silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2).

(1)
(2)
(3)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Review of Quarterly Financial Results Three months ended December 31, 2012 compared to the three months ended September 30,
2012
Net earnings attributable to shareholders of Goldcorp for the fourth quarter of 2012 were $504 million, or $0.62 per share, compared to $498
million, or $0.61 per share, in the third quarter of 2012. Compared to the prior quarter, net earnings attributable to shareholders of Goldcorp for
the three months ended December 31, 2012 were impacted significantly by the following factors:










GOLDCORP | 13


Revenues decreased by $103 million, or 7%, primarily due to an $80 million decrease in silver revenues and a $35 million decrease in lead
and zinc revenues, net of treatment and refining charges, principally due to lower sales volumes at Peasquito; and a $44 million decrease in
copper revenues due to an 11 million pound decrease in copper sales volumes at Alumbrera as a result of higher third quarter sales following
resumption of delayed copper shipments in July; partially offset by a $50 million increase in gold revenues due to a 4% increase in gold sales
volumes;


Production costs increased by $21 million, or 3%, due to an $84 million increase in reclamation and closure costs related to revisions in
estimates at the Companys inactive and closed mines, partially offset by higher capitalized development related to stripping activities and
lower export retention taxes payable by Alumbrera compared to the prior quarter due to the additional third quarter sales as mentioned
previously;


Depreciation and depletion decreased by $13 million, or 7%, primarily due to lower by-product sales volumes;


A $14 million decrease in exploration costs primarily due to investment tax credits relating to exploration activities at the Companys
Canadian mine sites;


The Companys share of net losses of associates of $16 million primarily comprised of a $14 million, net of tax, additional impairment
expense recognised in respect of certain power assets held at Pueblo Viejo. The Company recognized $102 million of net earnings of
associates in the prior quarter which was primarily due to a reversal of previously recognized impairment expenses in respect of the
Companys equity interest in Primero and a decrease in net equity losses from the Companys equity interest in Tahoe of $10 million;


A $12 million gain on disposition of mining interests arising from the sale of the 8,422,460 Primero shares received as settlement of the
outstanding $30 million principal of the Primero Convertible Note;


A $126 million net gain on derivatives comprised of a $113 million unrealized gain on the conversion feature of the Companys Notes; a $9
million net gain on the Companys Silver Wheaton silver contract; and a $4 million net gain on foreign currency, heating oil, copper, lead,
zinc and silver contracts. A $93 million net loss on derivatives in the third quarter of 2012 was comprised of an $86 million unrealized loss on
the conversion feature of the Companys Notes; a $20 million loss on the Silver Wheaton silver contract; partially offset by a $13 million net
gain on foreign currency, heating oil, copper, lead, zinc and silver contracts;


A lower effective tax rate in the fourth quarter of 2012, after adjusting for non-deductible share-based compensation expense and the impact
of foreign exchange on deferred income taxes, compared to the third quarter of 2012. This is primarily due to the large non-taxable mark-to-
market gain on the conversion feature of the Companys Notes in the fourth quarter compared to a mark-to-market loss in the third quarter;
and


Income tax for the fourth quarter of 2012 was impacted by a $22 million foreign exchange loss on the translation of deferred income tax
assets and liabilities arising primarily from the Placer Dome and Glamis acquisitions in 2006 and the Camino Rojo and Cerro Negro
acquisitions in 2010, compared to a $52 million gain in the third quarter of 2012.
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Adjusted net earnings amounted to $465 million, or $0.57 per share , for the three months ended December 31, 2012, compared to $441 million,
or $0.54 per share, for the third quarter of 2012. Compared to the prior quarter, adjusted net earnings were primarily impacted by lower production
costs due to increased capitalized development relating to stripping activities, principally at Alumbrera and lower export retention taxes payable
by Alumbrera partially offset by consolidated lower by-product sales revenues due primarily to lower sales volumes.
Total cash costs (by-product) increased to $360 per gold ounce , in the fourth quarter of 2012, as compared to $220 per gold ounce in the prior
quarter. The increase in cash costs per ounce was primarily due to lower by-product sales revenues as a result of lower sales volumes, partially
offset by lower production costs due to higher capitalized development related to stripping activities and lower export retention taxes payable.



GOLDCORP | 14
(1) Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures prepared
in accordance with GAAP, the Company and certain investors use this information to evaluate the Companys performance. Accordingly, it is intended to provide additional
information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Refer to page 45 for a
reconciliation of adjusted net earnings to reported net earnings attributable to shareholders of Goldcorp.

(2) Total cash costs are a non-GAAP performance measure. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance
measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Company believes
that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Companys
performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with GAAP. Total cash costs on a by-product basis are calculated by deducting by-product copper, silver, lead and zinc
sales revenues from production costs. Refer to page 43 for a reconciliation of total cash costs to reported production costs.

(1)
(2)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

RESULTS OF OPERATIONS
Years ended December 31




GOLDCORP | 15
Revenues
Gold
produced
(ounces)
Gold
sold
(ounces)
Average
realized
gold price
(per ounce)
Earnings
(loss) from
operations
and
associates
Total cash
costs
(per gold
ounce)
Red Lake


2012 $ 852 507,700 508,300 $ 1,673 $ 503 $ 494


2011 $ 971 622,000 623,200 $ 1,554 $ 636 $ 360
Porcupine


2012 439 262,800 262,800 1,665 88 772


2011 434 273,100 273,100 1,587 132 656
Musselwhite


2012 403 239,200 242,200 1,662 161 760


2011 381 242,600 241,500 1,574 158 725
Peasquito


2012 1,588 411,300 399,900 1,693 640 (457)


2011 1,144 254,100 233,400 1,576 376 (847)
Los Filos


2012 565 340,400 339,000 1,663 325 551


2011 522 336,500 334,900 1,553 302 463
El Sauzal


2012 137 81,800 81,600 1,666 41 696


2011 160 100,500 100,500 1,583 62 524
Marlin


2012 551 207,300 209,100 1,658 256 (75)


2011 907 382,400 381,100 1,598 607 (343)
Alumbrera


2012 615 136,600 130,700 1,698 241 (774)


2011 571 133,500 134,000 1,582 176 (188)
Marigold


2012 160 96,300 96,000 1,666 67 776


2011 163 102,500 103,700 1,573 61 784
Wharf


2012 125 68,100 71,000 1,658 67 668


2011 109 67,500 64,800 1,578 58 643
Other


2012 - 44,700 - - (219) -


2011 - - - - (330) -
Total


2012 $ 5,435 2,396,200 2,340,600 $ 1,672 $ 2,170 $ 300


2011 $ 5,362 2,514,700 2,490,200 $ 1,572 $ 2,238 $ 223

(1) Total cash costs per gold ounce on a by-product basis is calculated net of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product
silver sales revenues for Marlin; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peasquito at market silver prices, and 25% of
silver sales revenues for Peasquito at $3.99 per silver ounce (2011 $3.93 per silver ounce) sold to Silver Wheaton).


(2) Includes corporate activities and Goldcorps share of net earnings and losses of associates and includes the Companys share of gold ounces produced by Pueblo
Viejo.

(1)
(1)
(1)
(1)
(2)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Three months ended December 31




GOLDCORP | 16
Revenues
Gold
produced
(ounces)
Gold
sold
(ounces)
Average
realized
gold price
(per ounce)
Earnings
(loss) from
operations
and
associates
Total cash
costs
(per gold
ounce)
Red Lake


2012 $ 292 168,300 170,100 $ 1,703 $ 199 $ 403


2011 $ 256 154,000 153,000 $ 1,664 $ 171 $ 374
Porcupine


2012 128 74,100 75,100 1,705 (28) 750


2011 126 74,700 74,900 1,668 16 593
Musselwhite


2012 109 64,000 63,700 1,707 51 693


2011 95 56,800 56,900 1,669 40 753
Peasquito


2012 313 112,900 90,400 1,634 96 17


2011 297 82,300 67,900 1,607 82 (447)
Los Filos


2012 157 92,800 92,200 1,707 92 572


2011 139 85,200 83,600 1,661 83 503
El Sauzal


2012 38 21,300 21,900 1,708 9 856


2011 48 27,500 28,400 1,674 19 535
Marlin


2012 136 49,500 47,300 1,701 60 (182)


2011 323 130,700 135,000 1,689 227 (337)
Alumbrera


2012 189 31,800 40,600 1,663 84 (894)


2011 137 23,200 29,100 1,651 14 508
Marigold


2012 48 28,300 28,600 1,697 18 847


2011 49 27,800 30,200 1,662 20 799
Wharf


2012 25 13,700 15,200 1,709 12 849


2011 45 25,700 26,000 1,655 29 523
Other


2012 - 43,700 - - (76) -


2011 - - - - (156) -
Total


2012 $ 1,435 700,400 645,100 $ 1,692 $ 517 $ 360


2011 $ 1,515 687,900 685,000 $ 1,663 $ 545 $ 261

(1) Total cash costs per gold ounce on a by-product basis is calculated net of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product
silver sales revenues for Marlin; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peasquito at market silver prices, and 25% of
silver sales revenues for Peasquito at $3.99 per silver ounce (2011 $3.93 per silver ounce) sold to Silver Wheaton).


(2) Includes corporate activities and Goldcorps share of net earnings and losses of associates and includes the Companys share of gold ounces produced by Pueblo
Viejo.

(1)
(1)
(1)
(1)
( 2)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

OPERATIONAL REVIEW
Red Lake gold mines, Canada

Completion of the de-stressing program in the third quarter of 2012 resulted in increased flexibility in the High Grade Zone and improved mining
rates out of the zone in the second half of the year. Gold production for 2012 of 507,700 ounces was 114,300 ounces, or 18%, less than in 2011
due to an 18% decrease in the average mill head grade, partially offset by 2% higher mill throughput. Lower grades and lower tonnes were
realized from the High Grade Zone during the first half of the year as the impact of continued seismic activity slowed the advance of the de-stress
work on the 41 and 45 levels and contributed to the operating delays in this zone. Lower grades at Campbell were also encountered due to delays
in accessing higher grade stopes. The lower grades in the High Grade Zone and Campbell were partially offset by improved mineralization in the
Footwall Zone over the prior year.
Cash costs were $134 per ounce, or 37%, higher than in 2011 due to lower gold production ($82 per ounce) and higher operating costs ($59 per
ounce), partially offset by a weaker Canadian dollar ($7 per ounce). The increase in operating costs was attributable to an increase in mining
contractors ($17 million) primarily as a result of additional long-hole and definition drilling focused on improving grade predictability, an increase
in employee costs ($6 million) and an increase in consumable costs ($7 million).
Gold production for the fourth quarter of 2012 was 47,100 ounces, or 39%, higher than in the third quarter of 2012 due to 39% higher grades and
3% higher mill throughput. With all zones performing better than in the prior quarter, the High Grade Zone tonnage and grades continued to
improve by 17% and 33%, respectively, as flexibility in the zone increased with the completion of the de-stress work at the 45 level in the third
quarter resulting in an increased number of mine headings becoming available and higher grades.
Cash costs for the fourth quarter of 2012 were $132 per ounce, or 25%, lower than in the prior quarter due to higher gold production ($147 per
ounce), partially offset by higher operating costs ($14 per ounce). The increase in operating costs was attributable to higher employee costs ($2
million).
During 2012, ramp development provided new drill platforms that confirmed the extension of the High Grade Zone between the 52 and 57 levels.
Successful drilling undertaken during the year resulted in the discovery of the NXT zone adjacent to the High Grade Zone. Five drills will
continue to define and extend the zone above and to west of the 54 level, with the objective of identifying the up-plunge extents. Construction is
progressing on an exploration drift at the 47 level with expected completion by the end of the first quarter in 2013 that will provide a platform to
increase drill density for conversion of resources to reserves. Additional exploration work in the High Grade Zone will focus on a newly-
discovered structure at the bottom of the 4699 ramp.

GOLDCORP | 17
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore milled 220,100 216,000 208,000 214,000 858,100 839,600
Average mill head grade (grams/tonne) 16.32 16.02 19.18 26.67 19.52 23.94
Average recovery rate 96% 96% 96% 96% 96% 97%
Gold (ounces)
Produced 114,200 104,000 121,200 168,300 507,700 622,000
Sold 114,800 99,200 124,200 170,100 508,300 623,200
Average realized gold price (per ounce) $ 1,692 $ 1,604 $ 1,668 $ 1,703 $ 1,673 $ 1,554
Total cash costs (per ounce) $ 523 $ 568 $ 535 $ 403 $ 494 $ 360
Financial Data
Revenues $ 195 $ 158 $ 207 $ 292 $ 852 $ 971
Depreciation and depletion $ 18 $ 17 $ 21 $ 27 $ 83 $ 89
Earnings from operations $ 112 $ 82 $ 110 $ 199 $ 503 $ 636
Expenditures on mining interests $ 61 $ 72 $ 68 $ 80 $ 281 $ 268
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Red Lake gold mines proven and probable gold reserves totalled 3.23 million ounces at December 31, 2012, compared to 3.95 million ounces at
December 31, 2011. Reserves were not replaced in the High Grade Zone. Drilling during the year focused on resource expansion rather than
conversion of existing resources to reserves. This effort was successful with the confirmation of the extension of the High Grade Zone between
the 52 and 57 levels and the discovery of the new NXT Zone to the west of the High Grade Zone.

GOLDCORP | 18
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Porcupine mines, Canada


Gold production for 2012 was 10,300 ounces, or 4%, less than in 2011 primarily due to 6% lower grades. Porcupine consists of three mining
operations, Hoyle Pond, Dome and Stockpile, which feed one processing facility. The Hoyle Pond underground operation experienced 6% lower
grades primarily due to sequencing of mining and paste fill in the high grade section of the VAZ zone, resulting in fewer cut and fill stopes
available to be mined in the third quarter, and 3% lower tonnage due to hoisting and electrical infrastructure constraints at the beginning of the
year mainly caused by the increasing depth of the mine. The Dome underground operation experienced 4% higher than expected grades due to
additional small higher grade long-hole stopes in the mining plan combined with 5% higher tonnage due to increased number of available long-
hole mining stopes providing improved mine flexibility. Material reclaimed from Stockpile provided 9% lower grades as planned, at similar
tonnage to 2011.
Cash costs were $116 per ounce, or 18%, higher than in 2011 due to higher operating costs ($101 per ounce) and lower gold production ($26 per
ounce), partially offset by a weaker Canadian dollar ($11 per ounce). The increase in operating costs as compared to the prior year was primarily
due to higher employee costs ($9 million) from increased average manpower and labour rates, increased contractor costs ($8 million) due to
higher rates and operating development activities, and higher maintenance and consumable costs ($9 million).
Gold production for the fourth quarter of 2012 was 21,000 ounces, or 40%, higher than in the third quarter of 2012 due to 41% higher grades and
5% higher tonnage from increased mill utilization. The Hoyle Pond underground operation experienced 60% higher grades due to sequencing
which increased the number of work headings available in the high grade VAZ zone and 41% higher tonnage due to

GOLDCORP | 19
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore milled 1,017,800 1,023,200 1,037,300 1,084,100 4,162,400 4,110,000
Hoyle Pond underground (tonnes) 62,500 72,300 71,300 100,300 306,400 314,700
Hoyle Pond underground (grams/tonne) 12.14 17.72 8.48 13.53 13.06 13.96
Dome underground (tonnes) 127,800 101,400 110,400 141,100 480,700 457,700
Dome underground (grams/tonne) 5.22 4.75 4.15 3.52 4.38 4.21
Stockpile (tonnes) 827,500 849,500 855,600 842,300 3,374,900 3,337,500
Stockpile (grams/tonne) 0.82 0.81 0.81 0.81 0.81 0.89
Average mill head grade (grams/tonne) 2.07 2.40 1.67 2.35 2.12 2.26
Average recovery rate 92% 95% 93% 93% 93% 91%
Gold (ounces)
Produced 60,700 74,900 53,100 74,100 262,800 273,100
Sold 60,500 75,200 52,000 75,100 262,800 273,100
Average realized gold price (per ounce) $ 1,696 $ 1,604 $ 1,659 $ 1,705 $ 1,665 $ 1,587
Total cash costs (per ounce) $ 786 $ 674 $ 929 $ 750 $ 772 $ 656
Financial Data
Revenues $ 103 $ 121 $ 87 $ 128 $ 439 $ 434
Depreciation and depletion $ 13 $ 14 $ 11 $ 13 $ 51 $ 80
Earnings (loss) from operations $ 39 $ 53 $ 24 $ (28) $ 88 $ 132
Expenditures on mining interests $ 22 $ 27 $ 29 $ 33 $ 111 $ 92

(1) Earnings from operations were impacted by a non-cash provision (three months ended December 31, 2012 $83 million; year ended December 31, 2012 $83
million; year ended December 31, 2011 $33 million) related to the revisions in estimates on the reclamation and closure cost obligations for the Porcupine mines
inactive and closed sites.

(1)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

ongoing infrastructure improvements including hoisting and electrical upgrades and additional flexibility from new long-hole stopes. The Dome
underground operation experienced 15% lower grades due to increased development mining and lower grades from long hole stopes. Tonnage was
28% higher due to increased flexibility from the number of long hole stopes. The total material reclaimed from Stockpile was reduced by 2% due
to the increase in total underground ore feed to the mill.
Cash costs for the fourth quarter of 2012 were $179 per ounce, or 19%, lower than in the third quarter of 2012 due to higher gold production
($291 per ounce), partially offset by higher operating costs ($109 per ounce) and a stronger Canadian dollar ($3 per ounce). Higher operating costs
were attributable to higher maintenance and consumable costs ($6 million) and higher contractor and operational development costs ($2 million).
Underground exploration during 2012 was focused on defining and expanding the bulk TVZ zone as well as expanding current mineralization
zones, such as the high grade VAZ and UP Splay zones at Hoyle Pond. Surface exploration continued to focus on exploring the extension of the
volcanic and sedimentary belt east of the Hoyle Pond mine.
The Hoyle Pond Deep project is being advanced in order to access both depth extensions of the current ore bodies and newly discovered zones and
to enhance operational flexibility and efficiencies throughout the Hoyle Pond operation. The key component of construction involves a new 5.5
metre diameter deep winze (shaft) commencing on the 355 metre level and extending to a total depth of 2,200 metres below surface. During 2012
work focused on the construction, assembly and full commissioning of the sinking plant including the Galloway work stage, sinkers dump and the
commissioning of two underground hoisting plants. By the end of 2012, full face shaft sinking had advanced to within 20 metres of the 720 metre
level skip dump excavation. Expenditures for 2012 totalled $7 million and $29 million for the fourth quarter and year ended December 31, 2012,
respectively.
Work related to the Hollinger open pit project focused on the advancement of haul road construction between the Hollinger site and the Dome
mill, with 1 kilometre of construction remaining to be completed. The noise, dust and vibration monitoring systems were successfully installed at
the Hollinger site and are active. During the fourth quarter of 2012, the site took delivery of 1 Hitachi excavator and 4 drills and the Timmins City
Council unanimously approved the Hollinger Site Development Agreement. The Provincial Ministry of the Environment has requested additional
air and noise modeling before approving the projects Environmental Compliance Approval for Air. Pending receipt of permits, initial production
is expected in the first half of 2013.
Porcupine mines contained 4.35 million ounces of proven and probable gold reserves at December 31, 2012 compared to 4.06 million ounces at
December 31, 2011. Exploration success during the year combined with a higher gold price assumption resulted in the increase in mineral reserves
that more than replaced reserves mined in the year with the addition of 0.29 million ounces. More than half of the ounces added were from
existing extensions at the Hoyle Pond underground operation.

GOLDCORP | 20
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Musselwhite mine, Canada

Gold production for 2012 was 3,400 ounces, or 1%, less than in 2011 due to 2% lower throughput, partially offset by 2% higher grades. The
increased grades were due to the sequencing of higher grade stopes in the PQ Deeps and Lynx Zone, and more ore sourced from the higher grade
Lynx Zone in 2012 as compared to 2011.
Cash costs were $35 per ounce, or 5%, higher than in 2011 due to increased operating costs ($48 per ounce), partially offset by increased gold
sales ($2 per ounce) and a weaker Canadian dollar ($11 per ounce). The increase in operating costs for the year was primarily attributable to
increased employee costs ($9 million) due to increased manpower and higher wages, higher diesel fuel costs ($2 million) and increased
consumable costs ($2 million), partially offset by lower maintenance costs ($1 million).
Gold production at Musselwhite for the fourth quarter of 2012 was 1,500 ounces, or 2%, less than in the third quarter of 2012 due to a decrease in
mill throughput of 4%, partially offset by a 6% increase in grades. Grades were higher in the fourth quarter of 2012 due to the sequencing of
stopes in the PQ Deeps and Lynx Zones. Mill throughput was lower due to delays resulting from additional stope rehabilitation work, increased
handling efforts as a result of oversize material and increased blast preparation.
Cash costs for the fourth quarter of 2012 were $6 per ounce, or 1%, lower than in the prior quarter due to lower operating costs ($16 per ounce),
partially offset by lower gold production ($10 per ounce). The lower operating costs were primarily due to lower royalties ($1 million) and lower
consumables and maintenance parts ($1 million), partially offset by increased propane costs ($1 million) due to colder temperatures.
Exploration drilling in 2012 continued to focus on the extension of the Lynx Zone, both from the surface and underground, with initial surface and
underground exploration of the West Limb area. Underground drilling extended the Lynx Zone mineralization by 175 metres northwards and 50
metres southwards and defined a small intraformational unit in the hanging wall of the surface along the upper portion of the ore body. Surface
and underground drilling was completed for the first full drill section on the West Limb target, with the intersection of a number of shear zones
and encouraging results.
Musselwhite mine contained 2.29 million ounces of proven and probable gold reserves at December 31, 2012, compared to 2.28 million ounces at
December 31, 2011, due to exploration success in the Lynx and PQ Deeps and a higher gold price assumption. Increased reserves were partially
offset by revisions to reserves in the PQ Deeps.

GOLDCORP | 21
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore milled 327,400 308,100 339,500 324,600 1,299,600 1,327,300
Average mill head grade (grams/tonne) 5.43 6.00 6.15 6.52 6.03 5.91
Average recovery rate 96% 96% 96% 96% 96% 96%
Gold (ounces)
Produced 53,200 56,500 65,500 64,000 239,200 242,600
Sold 55,800 58,100 64,600 63,700 242,200 241,500
Average realized gold price (per ounce) $ 1,684 $ 1,598 $ 1,655 $ 1,707 $ 1,662 $ 1,574
Total cash costs (per ounce) $ 844 $ 819 $ 699 $ 693 $ 760 $ 725
Financial Data
Revenues $ 94 $ 93 $ 107 $ 109 $ 403 $ 381
Depreciation and depletion $ 10 $ 11 $ 12 $ 11 $ 44 $ 36
Earnings from operations $ 31 $ 32 $ 47 $ 51 $ 161 $ 158
Expenditures on mining interests $ 19 $ 25 $ 33 $ 22 $ 99 $ 67
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Peasquito mine, Mexico


GOLDCORP | 22
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore mined sulphide 7,159,500 9,607,300 10,395,400 10,362,400 37,524,600 32,431,900
Tonnes of ore mined oxide 1,065,300 1,703,300 1,068,200 2,117,600 5,954,400 11,126,000
Tonnes of waste removed 32,225,100 30,192,100 28,044,500 31,442,300 121,904,000 111,836,400
Tonnes of material mined 40,449,900 41,502,700 39,508,100 43,922,300 165,383,000 155,394,300
Ratio of waste to ore 3.9 2.7 2.4 2.5 2.8 2.6
Average head grade
Gold (grams/tonne) 0.36 0.48 0.60 0.55 0.50 0.37
Silver (grams/tonne) 24.84 28.31 31.71 24.41 27.41 26.20
Lead 0.31% 0.31% 0.26% 0.23% 0.28% 0.34%
Zinc 0.56% 0.68% 0.70% 0.52% 0.62% 0.64%
Sulphide Ore
Tonnes of ore milled 8,393,100 9,586,800 9,339,800 9,087,200 36,406,900 30,999,200
Average recovery rate
Gold 64% 70% 73% 68% 69% 61%
Silver 75% 79% 79% 76% 77% 74%
Lead 73% 76% 78% 67% 74% 70%
Zinc 72% 78% 80% 76% 77% 76%
Concentrates Produced Payable Metal Produced
Lead Concentrate (DMT) 35,400 41,600 37,300 30,600 144,900 132,500
Zinc Concentrate (DMT) 58,100 88,000 89,400 62,900 298,400 258,300
Gold (ounces) 56,000 93,400 119,400 99,800 368,600 198,300
Silver (ounces) 4,530,100 6,194,200 6,738,700 4,821,500 22,284,500 17,154,500
Lead (thousands of pounds) 39,200 45,900 39,400 29,200 153,700 154,700
Zinc (thousands of pounds) 63,800 95,000 98,400 67,000 324,200 286,400
Oxide Ore
Tonnes of ore processed 1,065,300 1,703,300 1,068,200 2,117,700 5,954,500 11,126,000
Produced
Gold (ounces) 12,600 10,400 6,600 13,100 42,700 55,800
Silver (ounces) 425,300 376,500 239,700 378,800 1,420,300 1,891,000
Sulphide and Oxide Ores Payable Metal
Produced
Gold (ounces) 68,600 103,800 126,000 112,900 411,300 254,100
Silver (ounces) 4,955,400 6,570,700 6,978,400 5,200,400 23,704,900 19,045,500
Lead (thousands of pounds) 39,200 45,900 39,400 29,200 153,700 154,700
Zinc (thousands of pounds) 63,800 95,000 98,400 67,000 324,200 286,400
Gold Equivalent Ounces 222,500 311,200 338,300 266,500 1,138,500 910,000
Sulphide and Oxide Ores Payable Metal Sold
Gold (ounces) 87,500 89,300 132,700 90,400 399,900 233,400
Silver (ounces) 7,045,000 5,478,900 7,483,300 4,605,300 24,612,500 17,892,500
Lead (thousands of pounds) 52,400 42,200 41,700 23,600 159,900 142,000
Zinc (thousands of pounds) 75,900 90,800 96,600 73,600 336,900 265,700
Average realized prices
Gold (per ounce) $ 1,766 $ 1,584 $ 1,758 $ 1,634 $ 1,693 $ 1,576
Silver (per ounce) $ 25.43 $ 23.17 $ 26.34 $ 23.38 $ 24.82 $ 27.02
Lead (per pound) $ 0.96 $ 0.84 $ 1.04 $ 0.96 $ 0.95 $ 1.06
Zinc (per pound) $ 0.98 $ 0.84 $ 0.92 $ 0.86 $ 0.90 $ 0.96
Total Cash Costs by-product (per ounce of gold) $ (751) $ (425) $ (608) $ 17 $ (457) $ (847)
Total Cash Costs co-product (per ounce of gold) $ 726 $ 642 $ 625 $ 764 $ 683 $ 789
(1)
(2)
(3)
(3)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)





Gold production for 2012 of 411,300 ounces was 157,200 ounces, or 62%, higher than in 2011 due to the continued ramp up of the sulphide mill
throughput rates to 100,000 tonnes per day combined with higher sulphide ore grades and metallurgical recoveries, partially offset by lower oxide
gold production. Higher ore grades and metallurgical recoveries were achieved as mining operations advanced into higher grade ore benches in
Phase 3 of the Peasco pit.
Co-product cash costs for 2012 were $106 per ounce, or 13%, lower than in 2011 due to higher gold production ($488 per ounce) and a weaker
Mexican peso ($27 per ounce), partially offset by higher operating costs ($409 per ounce). Higher operating costs resulted primarily from higher
prices related to fuel, electricity, explosives and tires, consumption of fuel and tires and higher maintenance contract rates.
Gold production for the fourth quarter of 2012 was 13,100 ounces, or 10%, less than in the third quarter of 2012 due to 3% lower sulphide mill
throughput, 7% lower gold ore grades and 7% lower metallurgical recoveries. Lower ore grades and metallurgical recoveries resulted from the
completion of higher grade ore benches in the bottom of Phase 3 and commencement of the upper benches of Phase 4A in December 2012 that
contains lower-grade ore.
Co-product cash costs for the fourth quarter of 2012 were $139 per ounce, or 22%, higher than in the prior quarter due to lower gold production
($243 per ounce) and a stronger Mexican peso ($7 per ounce), partially offset by lower operating costs ($111 per ounce). Lower operating costs
resulted primarily from higher development expenditures related to stripping activities in the prior quarter and lower royalties, partially offset by
increased labour costs, higher cyanide consumption rates and prices and programmed plant maintenance in the fourth quarter of 2012.
The provisional pricing impact of lower realized gold, silver, zinc and lead prices during the fourth quarter of 2012 was a negative $20 million,
which related to gold ($4 million), silver ($9 million), zinc ($5 million) and lead ($2 million) sales in the third quarter of 2012 that

GOLDCORP | 23
Financial Data and Key Performance Indicators Q1 Q2 Q3 Q4
Total
2012
Total
2011
Revenues $ 419 $ 337 $ 519 $ 313 $ 1,588 $ 1,144
Depreciation and depletion $ 50 $ 48 $ 65 $ 44 $ 207 $ 170
Earnings from operations $ 169 $ 130 $ 245 $ 96 $ 640 $ 376
Expenditures on mining interests $ 72 $ 71 $ 48 $ 68 $ 259 $ 170
Mining cost per tonne $ 1.70 $ 1.58 $ 1.93 $ 1.78 $ 1.74 $ 1.56
Milling cost per tonne $ 9.55 $ 7.70 $ 7.39 $ 8.17 $ 8.16 $ 8.32
General and administration cost per tonne milled $ 1.89 $ 1.52 $ 1.90 $ 2.44 $ 1.93 $ 1.92
Off-site cost per tonne sold (lead) $ 623 $ 745 $ 751 $ 732 $ 707 $ 569
Off-site cost per tonne sold (zinc) $ 350 $ 321 $ 324 $ 316 $ 327 $ 355

(1) Gold equivalent ounces are calculated using the following assumptions: $1,200 per ounce for gold; by-product metal prices of $20.00 per ounce silver; $2.75 per
pound copper; $0.85 per pound zinc; and $0.80 per pound lead. By-product metals are converted to gold equivalent ounces by multiplying by-product metal
production with the associated by-product metal price and dividing it with the gold price.

(2) Includes 25% of silver ounces sold to Silver Wheaton at $3.99 per ounce. The remaining 75% of silver ounces are sold at market rates.

(3) The calculation of total cash costs per ounce of gold is net of by-product silver, lead and zinc sales revenues. If silver, lead and zinc were treated as co-products,
average total cash costs at Peasquito for 2012 would be $683 per ounce of gold, $12.36 per ounce of silver, $0.72 per pound of lead and $0.58 per pound of zinc,
respectively. Commencing January 2012, production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal
prices (see page 2). The budget silver price for Peasquito takes into consideration that 25% of silver ounces are sold to Silver Wheaton at $3.99 per ounce with
the remaining 75% of silver ounces sold at market rates. Using actual realized sales prices, the co-product average total cash costs would be $719 per ounce of
gold, $11.61 per ounce of silver, $0.75 per pound of lead, and $0.58 per pound of zinc for 2012.

(4) Off-site costs consist primarily of transportation, warehousing, and treatment and refining charges.
(2)
(2)
(4)
(4)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

settled in the fourth quarter of 2012. The provisional pricing impact in the third quarter was a positive $4 million, which related to silver ($3
million) and lead ($1 million).
Peasquito continues to bring additional water wells into production within the Cedros Basin in addition to new dewatering wells within the Chile
Colorado pit. The additional water wells in 2013 are expected to increase mill throughput to 105,000 tonnes per day in 2013 compared to 98,800
tonnes per day achieved in the fourth quarter of 2012. A water and tailings study to develop a comprehensive long-term water strategy for the
Peasquito district is underway and is expected to be completed during the first half of 2013.
The Company continues to focus on activities to further optimize the economics of the operations. Construction of the Waste Rock Overland
Conveyor System was completed and pre-commissioning commenced in the fourth quarter of 2012 and will continue into the first quarter of 2013,
with ramp-up during the second half of 2013.
Under the interim power supply agreement with a subsidiary of Intergen that commenced in November 1, 2011, Peasquito received
approximately 50 megawatt (MW) capacity, or approximately one third of current demand, at discounted prices during 2012. Further cost
reductions will be realized when the 200MW gas-fired, combined-cycle San Luis de la Paz power plant comes online in mid-2015. Approximately
90% of the plants capacity will be committed to Peasquito and other Goldcorp Mexican operations. Regulatory and environmental approvals
were received in 2012. The project closed financing and initiated construction in December 2012.
The 2012 drilling program ended with a total of 23,276 metres drilled, distributed in 22 holes. The objective of this program is to intersect
stockwork zones and deep mantos and skarn type mineralization related with copper mineralization, beneath and adjacent to the current open pit
workings. Drilling in the fourth quarter of 2012 totaled 9,287 metres, distributed in 10 holes that have intersected sulphide rich skarn over a
vertical width from 200 to 800 metres, starting at a depth of nearly 800 metres. Preliminary results show the sulphide horizons contain copper,
lead, zinc, gold and silver.
Peasquitos open pit operations contained 15.69 million ounces of proven and probable gold reserves at December 31, 2012 compared to
16.54 million ounces at December 31, 2011, principally due to depletion of 584,000 ounces and increased operating costs which resulted in a
downgrade of marginal (low profit) reserves into resources.

GOLDCORP | 24
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Los Filos mine, Mexico


During 2012, Los Filos achieved record production of 340,400 ounces, 1% higher than 2011. Gold production for 2012 was 3,900 ounces, or 1%,
more than in 2011 due to the combined effects of 11% higher ore processed and 2% higher recovery, partially offset by 7% lower grades
processed.
Cash costs for 2012 were $88 per ounce, or 19%, higher than in 2011 due to higher operating costs ($109 per ounce), partially offset by a slight
increase in gold production ($6 per ounce) and a weaker Mexican peso ($15 per ounce). The increase in operating costs was mainly attributable to
more ore tonnes processed that required higher reagents consumption ($11 million), diesel and explosives consumption ($6 million), site costs ($4
million) and maintenance spare parts ($3 million).
Gold production for the fourth quarter of 2012 was 13,100 ounces, or 16%, higher than in the third quarter of 2012 due to a 19% increase in
tonnage processed and 8% higher grades as the rainy season ended during the quarter.
Cash costs for the fourth quarter of 2012 were $3 per ounce, or 1%, lower than in the third quarter of 2012 due to an increase in gold production
($84 per ounce), partially offset by an increase in operating costs ($75 per ounce) and a stronger Mexican peso ($6 per ounce). The increase in
operating costs was primarily attributable to higher employee and contractor costs ($6 million), partially offset by a decrease in tires consumption
($2 million).
The construction of the next expansion phase of the Los Filos heap leach pad facility began during the fourth quarter of 2012 and is expected to be
completed late in the second quarter of 2013.
Los Filos mine contained 7.43 million ounces in proven and probable gold reserves at December 31, 2012 compared to 7.75 million ounces at
December 31, 2011. The 2012 exploration program ended successfully with an additional 0.5 million ounces in gold reserves confirming the
extension of Los Filos pit towards the 4P south area, and El Bermejal pit towards the north. Both pit extensions provide a significant addition of
inferred mineral resources to the Los Filos property.

GOLDCORP | 25
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore mined 7,391,100 6,587,200 7,030,400 8,319,900 29,328,600 26,271,800
Tonnes of waste removed 10,368,400 9,069,900 10,564,100 11,170,300 41,172,700 39,663,300
Ratio of waste to ore 1.4 1.4 1.5 1.3 1.4 1.5
Tonnes of ore processed 7,404,300 6,693,300 7,066,600 8,424,800 29,589,000 26,565,800
Average grade processed (grams/tonne) 0.70 0.69 0.65 0.70 0.69 0.74
Average recovery rate 47% 47% 48% 48% 48% 47%
Gold (ounces)
Produced 82,700 85,200 79,700 92,800 340,400 336,500
Sold 82,900 84,700 79,200 92,200 339,000 334,900
Average realized gold price (per ounce) $ 1,698 $ 1,597 $ 1,648 $ 1,707 $ 1,663 $ 1,553
Total cash costs (per ounce) $ 521 $ 535 $ 575 $ 572 $ 551 $ 463
Financial Data
Revenues $ 141 $ 136 $ 131 $ 157 $ 565 $ 522
Depreciation and depletion $ 11 $ 14 $ 14 $ 11 $ 50 $ 58
Earnings from operations $ 86 $ 76 $ 71 $ 92 $ 325 $ 302
Expenditures on mining interests $ 17 $ 27 $ 16 $ 25 $ 85 $ 74
(1) Recovery is reported on a cumulative basis to reflect the cumulative recovery of ore on the leach pad, and does not reflect the true recovery expected over time.
(1)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

El Sauzal mine, Mexico

Gold production in 2012 was 18,700 ounces, or 19%, lower than in 2011 as expected, mainly due to 15% lower grades and 4% lower tonnage
milled.
Cash costs were $172 per ounce, or 33%, higher than in 2011 primarily due to higher operating costs ($70 per ounce) and lower production ($126
per ounce), partially offset by a weaker Mexican peso ($24 per ounce). The increase in operating costs was primarily due to labour and contractors
($1 million) and other site costs including freight and insurance ($1 million).
Gold production for the fourth quarter of 2012 was 5,800 ounces, or 37%, higher than in the third quarter of 2012 primarily due to 36% higher
grades and 2% higher tonnage milled.
Cash costs for the fourth quarter of 2012 were $50 per ounce, or 6%, higher than in the third quarter of 2012 due primarily to higher operating
costs ($233 per ounce) and a stronger Mexican peso ($10 per ounce), partially offset by higher gold production ($193 per ounce). The increase in
operating costs was primarily attributable to higher employee and contractor costs ($2 million) and fuel and maintenance ($2 million).
El Sauzal mine contained 0.22 million ounces of proven and probable gold reserves at December 31, 2012 compared to 0.26 million ounces at
December 31, 2011. Depletion in 2012 was 87,000 ounces.

GOLDCORP | 26
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore mined 576,500 568,600 529,300 595,900 2,270,300 2,109,200
Tonnes of waste removed 2,678,900 2,802,700 2,776,300 2,774,400 11,032,300 4,504,600
Ratio of waste to ore 4.6 4.9 5.2 4.7 4.9 2.1
Tonnes of ore milled 516,300 539,500 464,600 471,900 1,992,300 2,075,900
Average mill head grade (grams/tonne) 1.37 1.44 1.11 1.51 1.36 1.60
Average recovery rate 94% 94% 94% 93% 94% 94%
Gold (ounces)
Produced 21,400 23,600 15,500 21,300 81,800 100,500
Sold 20,800 22,100 16,800 21,900 81,600 100,500
Average realized gold price (per ounce) $ 1,693 $ 1,595 $ 1,670 $ 1,708 $ 1,666 $ 1,583
Total cash costs (per ounce) $ 605 $ 538 $ 806 $ 856 $ 696 $ 524
Financial Data
Revenues $ 35 $ 36 $ 28 $ 38 $ 137 $ 160
Depreciation and depletion $ 9 $ 9 $ 8 $ 9 $ 35 $ 43
Earnings from operations $ 13 $ 13 $ 6 $ 9 $ 41 $ 62
Expenditures on mining interests $ 3 $ 3 $ 2 $ 1 $ 9 $ 11
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Marlin mine, Guatemala



Gold and silver production for 2012 was 175,100 ounces, or 46%, and 2,198,400 ounces, or 25%, respectively, lower than in 2011. In comparison
to 2011, tonnes milled were 15% higher due to the increase in plant throughput to optimize production in conjunction with the completion of the
filter plant, and head grades for gold and silver were 53% and 35% lower, respectively. The lower grades were consistent with the mine plan that
included processing of lower grades from stockpiles following finalization of open pit mining at the end of 2011. The permit for deposition of
filtered tailings into the mined out Marlin pit was received in the fourth quarter of 2012 with deposition commencing in December.
Cash costs for 2012 were $268 per ounce, or 78%, higher than in 2011 due to lower gold production ($361 per ounce) and higher operating costs
($104 per ounce), partially offset by higher silver by-product sales credits ($195 per ounce). The increase in operating costs was due to an increase
in underground contractors costs ($13 million), consumables primarily for underground work ($6 million), royalties and community related
expenses due to the increase in the royalty rate to 5% ($3 million), higher power costs due to higher unit prices ($3 million) and increased
employee costs ($2 million).

GOLDCORP | 27
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore milled 477,900 487,600 489,100 481,700 1,936,300 1,685,600
Average mill head grade (grams/tonne)
Gold 3.49 3.75 3.25 3.27 3.44 7.36
Silver 118 113 111 122 116 179
Average recovery rate
Gold 96% 96% 96% 96% 96% 96%
Silver 90% 91% 91% 92% 91% 91%
Produced (ounces)
Gold 53,200 56,700 47,900 49,500 207,300 382,400
Silver 1,663,100 1,613,400 1,523,300 1,780,900 6,580,700 8,779,100
Gold Equivalent Ounces 80,900 83,600 73,300 79,200 317,000 521,000
Sold (ounces)
Gold 54,000 58,300 49,500 47,300 209,100 381,100
Silver 1,669,000 1,660,500 1,567,000 1,707,500 6,604,000 8,748,800
Average realized price (per ounce)
Gold $ 1,684 $ 1,594 $ 1,665 $ 1,701 $ 1,658 $ 1,598
Silver $ 32.61 $ 28.29 $ 30.49 $ 32.24 $ 30.92 $ 34.06
Total cash costs (per ounce) $ (187) $ 20 $ 40 $ (182) $ (75) $ (343)
Financial Data
Revenues $ 145 $ 140 $ 130 $ 136 $ 551 $ 907
Depreciation and depletion $ 21 $ 25 $ 26 $ 28 $ 100 $ 129
Earnings from operations $ 78 $ 66 $ 52 $ 60 $ 256 $ 607
Expenditures on mining interests $ 23 $ 23 $ 20 $ 31 $ 97 $ 105

(1) Gold equivalent ounces are calculated using the following assumptions: $1,200 per ounce for gold; by-product metal prices of $20.00 per ounce silver; $2.75 per
pound copper; $0.85 per pound zinc; and $0.80 per pound lead. By-product metals are converted to gold equivalent ounces by multiplying by-product metal
production with the associated by-product metal price and dividing it with the gold price.


(2) The calculation of total cash costs per ounce of gold is net of by-product silver sales revenues. If silver were treated as a co-product, average total cash costs at Marlin
for 2012 would be $539 per ounce of gold and $11.51 per ounce of silver (2011 $323 and $5.02, respectively). Commencing January 2012, production costs are
allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-
product total cash costs would be $566 per ounce of gold and $10.64 per ounce of silver for 2012 (2011 $297 and $6.14, respectively).

(1)
(2)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Gold and silver production in fourth quarter of 2012 was 1,600 ounces, or 3%, and 257,600 ounces, or 17%, higher, respectively, than in the third
quarter of 2012. The increase in production of gold and silver was due to 1% increase in gold grades and 9% increase in silver grades, partially
offset by 2% lower tonnage through the mill. The higher silver grades came from mining in the Delmy area.
Cash costs for the fourth quarter of 2012 were $222 per ounce lower than in the prior quarter due to higher silver by-product sales revenues ($198
per ounce) and lower operating costs ($71 per ounce), partially offset by lower gold sales ($46 per ounce). The decrease in operating costs was
primarily attributable to lower contractors costs ($2 million).
Marlin mine contained 1.00 million ounces of proven and probable gold reserves at December 31, 2012, compared to 1.25 million ounces at
December 31, 2011, due to reserve depletion in the open pit and the increased operational focus on underground mining. Mining depletion was
210,000 ounces.

GOLDCORP | 28
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Alumbrera mine, Argentina (Goldcorps interest 37.5%)


Goldcorps share of Alumbreras gold and copper production in 2012 was 3,100 ounces, or 2%, and 15.7 million pounds, or 16%, respectively,
higher than in 2011. Gold production increased as a consequence of higher ore tonnes milled and recoveries, partially offset by lower head grades.
Copper production was higher as a result of increased ore throughput, higher head grades and recoveries. In comparison to 2011, gold head grades
were 5% lower as the material processed in 2011 came from the higher gold grade Phase 9 and 10 areas of the pit and copper head grades were
3% higher with improved access to the deeper benches in Phase 10 North containing higher copper grades. Ore milled was 4% higher in 2012 than
in 2011 as a result of the improvements in the grinding and pebbles circuit and lower gypsum content.
Cash costs were $586 per ounce lower than in 2011 due to higher by-product sales credits ($408 per ounce), lower YMAD net proceeds payments
and royalties ($348 per ounce), partially offset by higher operating costs ($119 per ounce), higher export tax ($12 per ounce) and lower gold sales
($39 per ounce). The increase in operating costs was primarily due to higher employee costs ($5

GOLDCORP | 29
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore mined 2,311,700 3,270,300 3,252,900 2,936,600 11,771,500 8,335,300
Tonnes of waste removed 5,394,500 6,233,100 6,853,000 6,126,500 24,607,100 19,575,600
Ratio of waste to ore 2.3 1.9 2.1 2.1 2.1 2.3
Tonnes of ore milled 3,499,900 3,656,500 3,815,200 3,915,500 14,887,100 14,325,400
Average mill head grade
Gold (grams/tonne) 0.36 0.43 0.45 0.35 0.40 0.42
Copper 0.39% 0.45% 0.44% 0.34% 0.41% 0.40%
Average recovery rate
Gold 67% 71% 74% 71% 71% 69%
Copper 79% 86% 85% 85% 84% 77%
Produceds
Gold (ounces) 27,600 36,700 40,500 31,800 136,600 133,500
Copper (thousands of pounds) 24,100 31,500 31,200 25,400 112,200 96,500
Sold
Gold (ounces) 24,700 9,700 55,700 40,600 130,700 134,000
Copper (thousands of pounds) 21,600 6,800 44,300 33,400 106,100 94,500
Average realized price
Gold (per ounce) $ 1,771 $ 1,561 $ 1,715 $ 1,663 $ 1,698 $ 1,582
Copper (per pound) $ 4.25 $ 2.35 $ 3.62 $ 3.47 $ 3.62 $ 3.68
Total cash costs (per gold ounce) $ (1,131) $ (207) $ (628) $ (894) $ (774) $ (188)
Financial Data
Revenues $ 138 $ 32 $ 256 $ 189 $ 615 $ 571
Depreciation and depletion $ 18 $ 9 $ 25 $ 21 $ 73 $ 60
Earnings from operations $ 51 $ 3 $ 103 $ 84 $ 241 $ 176
Expenditures for mining interests $ 3 $ 4 $ 16 $ 6 $ 29 $ 27

(1) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue. If copper were treated as a co-product, total cash costs for 2012 would
be $789 per ounce of gold and $1.91 per pound of copper (2011 $842 and $2.34, respectively). Commencing January 2012, operating costs are allocated to each co-
product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs for
2012 would be $798 per ounce of gold and $1.93 per pound for copper (2011 $905 and $2.25, respectively).

(1)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

million), maintenance and parts ($5 million), power ($4 million) and contractors ($4 million), partially offset by higher capitalized development
related to stripping activities.
Goldcorps share of Alumbreras gold and copper production in the fourth quarter of 2012 were 8,700 ounces, or 21%, and 5.8 million pounds, or
19%, respectively, lower than in the third quarter of 2012. Gold production was lower due to 20% lower head grades and 3% lower recoveries.
Copper production decreased as a result of 23% lower head grades. Gold and copper head grades in the fourth quarter of 2012 were lower than in
the third quarter of 2012 due to the processing of lower grade stockpile material and materials from the lower grade areas in Phase 10.
Cash costs for the fourth quarter of 2012 were $266 per ounce lower than in the third quarter of 2012 due to lower operating costs ($993 per
ounce) and lower by-product credits ($37 per ounce), partially offset by lower gold production ($699 per ounce) and lower export taxes and
royalties ($65 per ounce). The decrease in operating costs was primarily attributable to higher capitalized development related to stripping
activities, lower power costs ($5 million), partially offset by higher employee costs ($3 million).
The feasibility study for the Agua Rica project is in progress and is expected to be complete by the end of the second quarter of 2013.
The provisional pricing impact of lower realized copper prices during the fourth quarter of 2012 was a negative $4 million, or $90 per ounce, of
which $4 million, or $83 per ounce, related to copper sales in the third quarter of 2012 that settled in the fourth quarter of 2012.
Goldcorps share of Alumbrera mines proven and probable gold reserves at December 31, 2012 was 0.93 million ounces, compared to
1.13 million ounces at December 31, 2011, due to depletion from mining. No exploration is currently carried out at Alumbrera.

GOLDCORP | 30
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Marigold mine, United States (Goldcorps interest 66.7%)

Goldcorps share of Marigolds gold production for 2012 was 6,200 ounces, or 6%, less than in 2011 as a result of a 7% decrease in tonnage
placed at 5% lower grades. Recoverable ounces mined and stacked on the heap leach pad during 2012 was 12%, or 13,500 ounces less than in
2011, resulting in lower production. Tonnage and grade decreased as planned due to mining a greater proportion of ore from the higher strip ratio,
lower grade Target II pit. Better quality ore mined from the Red Rock and Basalt pits partially offset the impact to production. The stripping
campaign continued to focus in the Target II pit where ore will be predominately sourced during 2013.
Cash costs were $8 per ounce, or 1%, less than in 2011 due to lower operating costs ($71 per ounce), partially offset by lower gold production
($63 per ounce). Lower operating costs were attributable to less operational mine development ($6 million) and lower fuel price and consumption
($3 million), and tire costs ($1 million), as a result of favorable hauling conditions, offset by increased consumables costs ($2 million) and higher
employee costs ($1 million).
Gold production for the fourth quarter of 2012 was 5,700 ounces, or 25%, more than in the third quarter of 2012 due to 41% higher grades and
21% higher tonnage. As planned, tonnage and grade improved as a result of mining a greater proportion of ore from the lower benches in the Red
Rock pit where higher grades and a lower strip ratio were encountered. Placement of Red Rock ore tonnes located higher on Cell 15 and Cell 16
leach pads partially offset the impact of the higher grades and tonnes by increasing the leach recovery time. Gold in leach pad inventory increased
in the fourth quarter of 2012 and is expected to be produced in the first quarter of 2013. Total tonnage mined in the fourth quarter of 2012 was
14% higher compared to the prior quarter as a result of improved haul truck availability and reduced haul cycle times attributable to the
completion of the Basalt Phase 8 pit where ore and waste hauls were considerably longer.
Cash costs for the fourth quarter of 2012 were $8 per ounce, or 1%, higher than in the third quarter of 2012, due to higher operating costs ($172
per ounce), partially offset by higher gold production ($165 per ounce). Higher operating costs were attributable to increased production taxes and
royalties due to higher revenues from higher production, higher realized gold prices and royalty rates ($3 million) and higher employee and fuel
costs ($2 million).

GOLDCORP | 31
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore mined 1,713,200 1,907,000 1,972,800 2,396,800 7,989,800 8,596,400
Tonnes of waste removed 6,785,400 7,034,400 6,157,000 6,862,500 26,839,300 25,386,400
Ratio of waste to ore 4.0 3.7 3.1 2.9 3.4 3.0
Tonnes of ore processed 1,713,200 1,907,000 1,972,900 2,396,800 7,989,900 8,596,400
Average grade processed (grams/tonne) 0.65 0.43 0.46 0.65 0.55 0.58
Average recovery rate 73% 73% 73% 73% 73% 73%
Gold (ounces)
Produced 26,500 18,900 22,600 28,300 96,300 102,500
Sold 26,400 18,000 23,000 28,600 96,000 103,700
Average realized gold price (per ounce) $ 1,699 $ 1,588 $ 1,650 $ 1,697 $ 1,666 $ 1,573
Total cash costs (per ounce) $ 679 $ 726 $ 839 $ 847 $ 776 $ 784
Financial Data
Revenues $ 45 $ 29 $ 38 $ 48 $ 160 $ 163
Depreciation and depletion $ 4 $ 3 $ 3 $ 7 $ 17 $ 19
Earnings from operations $ 22 $ 13 $ 14 $ 18 $ 67 $ 61
Expenditures for mining interests $ 10 $ 10 $ 13 $ 12 $ 45 $ 25
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Goldcorps share of Marigold mines proven and probable gold reserves at December 31, 2012 was 3.28 million ounces compared to 2.32 million
ounces at December 31, 2011. Exploration activity for 2012 focused on development drilling in the Target II, Target III and Red Dot deposits
where positive results added 0.52 million ounces to the reserve after 2012 mine depletion of 0.14 million ounces. Another 0.46 million ounces
increase is related to a decrease in cut-off grade associated with a higher gold price assumption.

GOLDCORP | 32
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Wharf mine, United States

Gold production for 2012 was 600 ounces, or 1%, higher than in 2011. In comparison to 2011, 10% more tonnage was processed as a result of the
installation of a screen plant resulting in improved crushing efficiencies and 2% higher recoveries due to better than expected draw down of heap
leach inventories from ore place on pad 5, partially offset by 14% lower grade ore which was in accordance with the mine plan.
Cash costs for 2012 were $25 per ounce, or 4%, higher than in 2011 due to higher operating costs ($97 per ounce), partially offset by higher gold
production ($72 per ounce). Higher operating costs in 2012 were primarily attributable to higher royalties and production taxes ($4 million),
increased fuel, tire and consumables ($2 million) and higher contractor costs ($1 million).
Gold production for the fourth quarter of 2012 was 5,800 ounces, or 30%, lower than in the third quarter of 2012. Heap leach pad 4 was relined at
the start of the fourth quarter delaying the commencement of the leaching cycle of fresh ore placed on the pad and unplanned maintenance was
performed on the screen plant, resulting in fewer tonnes processed during the period. Higher grades and recoveries were as expected in the mining
plan.
Cash costs for the fourth quarter of 2012 were $254 per ounce, or 43%, higher than in the third quarter of 2012 due to lower gold production
($220 per ounce) and higher operating costs ($34 per ounce). The higher operating costs were primarily due to higher royalties and production
taxes ($1 million).
During the fourth quarter of 2012, The International Cyanide Management Institute announced that Wharf Mine had been certified as fully
compliant with the International Cyanide Management Code.
Proven and probable gold reserves at Wharf mine at December 31, 2012 were 0.58 million ounces, compared to 0.70 million ounces at
December 31, 2011, due to depletion and modifications to the pit design.

GOLDCORP | 33
Operating Data Q1 Q2 Q3 Q4
Total
2012
Total
2011
Tonnes of ore mined 716,200 1,300,000 566,100 1,390,700 3,973,000 3,068,800
Tonnes of ore processed 737,900 853,600 842,800 751,200 3,185,500 2,890,500
Average grade processed (grams/tonne) 0.94 0.70 0.72 0.77 0.77 0.90
Average recovery rate 75% 78% 78% 80% 78% 76%
Gold (ounces)
Produced 16,600 18,300 19,500 13,700 68,100 67,500
Sold 18,300 17,400 20,100 15,200 71,000 64,800
Average realized gold price (per ounce) $ 1,683 $ 1,593 $ 1,652 $ 1,709 $ 1,658 $ 1,578
Total cash costs (per ounce) $ 663 $ 602 $ 595 $ 849 $ 668 $ 643
Financial Data
Revenues $ 34 $ 31 $ 35 $ 25 $ 125 $ 109
Depreciation and depletion $ 1 $ 1 $ 1 $ - $ 3 $ 3
Earnings from operations $ 18 $ 17 $ 20 $ 12 $ 67 $ 58
Expenditures for mining interests $ 1 $ 3 $ 1 $ 3 $ 8 $ 16
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

PROJECTS REVIEW
Cerro Negro Project, Argentina
The Cerro Negro gold project is an advanced-stage, high grade vein system located in the province of Santa Cruz, Argentina. The land position
comprises 215 square kilometres with numerous high grade gold and silver veins. As of December 31, 2012, Cerro Negro contained 5.74 million
ounces of proven and probable gold reserves as compared to 4.54 million ounces at December 31, 2011 due to a successful exploration program
focused on the Mariana Central, Mariana Norte and San Marcos veins. The Cerro Negro project remains on track for first gold production in late
2013 with minimal gold production anticipated for the year. With annual production expected to average 525,000 ounces of gold in its first five
full years of production and cash costs expected to average less than $350 per ounce, Cerro Negro is well-positioned as Goldcorps next
cornerstone gold mine. Total estimated Cerro Negro capital expenditures have increased to $1.35 billion (in current dollars) from $750 million
included in the April 2011 feasibility study due to significant cost inflation in Argentina, country factors, and overall cost escalation.
Throughout 2012, activities at Cerro Negro advanced the project in the areas of Infrastructure and Construction, Mine Development, and
Exploration. These advancements are aligned with the project development schedule.
The amended Environmental Impact Assessment was approved by Santa Cruz Provincial authorities in December 2011, which allowed for
significant advancements in 2012 of the underground development ramps at Eureka, Mariana Central and Mariana Norte as well as key project
infrastructure including access roads, plant and the tailings facility. There are numerous local hiring and training programs in progress as a local
workforce is sourced and trained. In addition to development advancements, the project also completed the largest annual exploration drilling
program to date.
Infrastructure and Construction
Activities are progressing in line with the project development schedule. At year end 2012, EPCM activities are advanced to 55% of the execution
plan with detailed engineering progress to 88% of completion.
Key activities and developments in 2012 include:







Mine Development
Significant development progress was made on the three underground deposits of Eureka, Mariana Central and Mariana Norte during 2012. Total
underground development of 4,981 metres was completed throughout the year in comparison with 3,228 metres in 2011. The majority of
development was at the Eureka deposit with 4,182 metres, including 3,671 metres of lateral development and 511

GOLDCORP | 34



Significant advancement on the plant construction, with excavations completed, anchor bolts installed, large concrete pours for building
foundations, base and walls;


Grinding mill at site and all other major imported mechanical equipment has been secured and is on-site or en-route;



Pedestals for the grinding mill were completed mid-December as planned. The final stages of grinding mill erection are expected to be
completed by June 2013, essentially four months in advance of the original execution plan;



Expansion of the Eureka camp to accommodate mine development and exploration activities, as well as the Vein Zone construction
camp have advanced and now have the capacity to house approximately 2,000 people;


The concrete batch and aggregate plants began operations;



Construction of the tailings facility commenced with progress ahead of schedule and is expected to be completed three months ahead of
schedule; and


Construction of the high voltage power line is pending receipt of government approvals, anticipated to be received in early March 2013.
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

metres of development in the primary ramp. Both ramps at Mariana Central and Mariana Norte also started in 2012 and contributed 475 metres
and 310 metres, respectively, of the overall project development.
For the fourth quarter, total mine development was 1,665 metres which represents a 25% increase compared to development in the prior quarter.
Productivity in the Mariana Central and Mariana Norte ramps has improved to match or exceed project development schedules for the quarter.
Development rates in these projects will further advance in 2013 as the ramps progress and lateral development of production levels commences.
The ramp development at the Eureka deposit also progressed deeper while lateral development in advance of production mining added material to
the surface ore stockpile. Initial stope production at Eureka is anticipated to begin in the first half of 2013.
Key activities of mine development in 2012 include:





Exploration
A successful and aggressive exploration program at Cerro Negro resulted in total core drilling for the year of 146,112 metres, the highest annual
total in the history of the project. Exploration for the year focused on in-fill drilling and expansion of the Mariana Central, Mariana Norte and San
Marcos deposits. These efforts have led to extensions in the strike length of all three veins and demonstrated the emergence of adjacent vein
systems. District-scale geologic mapping was conducted throughout the fourth quarter in the main Cerro Negro concession area and geological
mapping now covers the majority of the area of the main Cerro Negro property.
During the year ended 2012:



At December 31, 2012, total project expenditures and future commitments are $799 million, excluding exploration, of which $500 million is spent
and $299 million is committed. Capital expenditures and capitalized exploration, including deposits on mining interests and net of capitalized
interest, for the three months ended December 31, 2012, were $129 million and $5 million, respectively ($401 million and $40 million for the year
ended December 31, 2012, respectively).

GOLDCORP | 35



The Eureka deposit ramp advanced 511 metres and has reached a length of 2,135 metres of the approximately 3,900 metres planned. In
addition, as the mine prepares for initial production there were 979 metres of development completed of the total 5,232 metres of lateral
development;



At the end of the fourth quarter, the Eureka stockpile contained an estimated 40,316 tonnes at a grade of 11.08 g/t gold and 204 g/t
silver, reconciling well with reserve estimates;


The Mariana Central ramp advanced 277 metres in the fourth quarter and has now reached 475 metres of ramp excavated;


The Mariana Norte ramp progressed 198 metres in the quarter to the current length of 310 metres; and


Further additions to the mining equipment fleet were added in the fourth quarter in line with development needs.


Total core drilling for 2012 of 146,112 metres, with 3,038 metres in the fourth quarter;


Approximately 421 diamond drill holes were drilled in 2012; and


All exploration drill holes assay results have been principally complete by the end of the year.
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

lonore Project, Canada
The lonore project is located in the northeast corner of the Opinaca Reservoir in the James Bay region of Quebec, Canada. The lonore
deposit is a major gold discovery in a relatively unexplored area in the Province of Quebec, located in the core of what Goldcorp believes to be a
promising new gold district in North America. Proven and probable gold reserves at lonore at December 31, 2012 were 3.03 million ounces.
The mine development plan was not updated following exploration activities that were limited to specific focus areas. Initial capital increased to
$1.75 billion (in current dollars) excluding the $346 million spent prior to 2011, due to additional permits required related to water treatment as
well as overall project cost escalation. Ongoing work with regard to mine planning and initial development capital is now complete with initial
capital estimates confirmed based on the geological information available at this time. First gold production remains on track for late 2014.
Forecast average life-of-mine gold production from lonore at full production is approximately 600,000 ounces per year.
On December 21, 2012 the Company entered into agreements with Hydro-Quebec regarding the joint use of the La Sarcelle road and access to
Hydro infrastructures as well as the conditions governing use of the lands surrounding the Opinaca reservoir. The project team, including
contractors, reached 1,100 employees in the fourth quarter of 2012.
Engineering and Construction
Engineering and construction activities progressed significantly during 2012 including designs for the paste backfill plant foundations, industrial
water treatment plant, and other infrastructure. Additional geotechnical work for the concentrator area and some test work for paste were also
completed. Foundations and steel erection have been initiated at the concentrator area while construction of the tailings management facility
continued to progress with 60% of the waste rock management area completed. 60 new rooms of the permanent camp have been completed and
the remaining units of the 400 man camp will be delivered in the first quarter of 2013 and will be used to support on-going construction activities.
The portable water network has been completed and upgrades were made to the airport taxiway in preparation for increased traffic. EPCM has
reached a cumulative progress of approximately 44%.
Another important milestone was reached with the completion of the production shaft hoist room and head frame facilities allowing shaft sinking
activities to commence on schedule. Additionally, the 60 kilometre two-lane access road is now usable providing a fully operational road link to
the site all year round.
Exploration
A total of 58,174 metres of diamond drilling was completed in 2012 and includes 15,426 metres drilled from both the 650 metre level and the
exploration ramp. Surface drilling completed a total of 42,748 metres for the year. Underground exploration drilling from the ramp will accelerate
in 2013, enabling further definition drilling of the deep portion of the Roberto deposit to proceed. Currently, four diamond drills are conducting
definition and exploration drilling from strategic working platforms in the ramp.
Mine Development
The exploration ramp excavation continued to progress and has now reached over 2,500 metres in length, which corresponds to a vertical depth of
380 metres below surface. During the year, the exploration shaft was sunk to a final depth of 725 metres. The next phase in the exploration shaft
will consist of the conversion from sinking mode to designed operating mode and includes the installation of a skip-cage assembly and
commissioning of the loading pocket. This work will be completed in the first quarter of 2013 and will allow for mine development from the 650
metre level and diamond drilling activities.
In December, the production shaft sinking commenced and on December 16, the first bench was taken. At year end the depth of the shaft had
reached 83 metres.
At December 31, 2012, total project expenditures since January 1, 2011, net of investment tax credits, capitalized interest, and including deposits
on mining interests, are $818 million, $695 million of which is spent and $123 million of which is committed. Capital expenditures, excluding
capitalized interest and investment tax credits, and including deposits on mining interests, during the three months ended December 31, 2012,
amounted to $186 million ($479 million twelve months ended December 31, 2012).

GOLDCORP | 36
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Cochenour Project, Canada
The Cochenour Project combines the existing workings of the historic Cochenour mine with the Bruce Channel gold discovery. The
Cochenour/Bruce Channel deposit is located down dip from the historic Cochenour mine and is a key component of Goldcorps consolidation
plans in the Red Lake district. A study of the overall project has been completed in the fourth quarter of 2012 that has concluded that the centre
of the Bruce Channel ore body is lower than previously expected, necessitating the deepening of the Cochenour shaft by 245 metres. This has
resulted in a scope change that is expected to increase the initial capital spend to $540 million in current dollars, excluding the $108 million
spent prior to 2011 and move first gold production into the first half of 2015. Following ramp-up to full production, forecast life-of-mine gold
production from Cochenour is expected to be between 225,000 250,000 ounces per year. As a result of 2012 drilling, inferred resources
increased to 3.25 million ounces of gold as compared to 3.21 million ounces of gold at December 31, 2011. For construction and planning
purposes, the Company continues to estimate the Cochenour project as a mineable deposit of 5 million gold ounces.
Widening of the old Cochenour shaft continued to advance during the year, with 108 metres slashed in the fourth quarter of 2012 to a total depth
of 531 metres. A concrete liner was also placed for a total concrete depth of 517 metres. Seventy-nine shaft steel sets were installed, with seventy-
six in the fourth quarter.
Construction of the five-kilometre haulage drift to connect the Cochenour shaft with the Red Lake mine on the 5100 level advanced to 68%
completion at the end of 2012 with expected completion by the end of the first quarter of 2014. Completion of the drift and certain development
work will enable ore from the Cochenour/Bruce Channel deposit to be hauled directly to the Red Lake mine for processing at the existing mill
facilities. The first two kilometre section of track was laid from the Reid shaft station.
Surface drilling, to define the top portion of the Bruce Channel deposit and additional resources at the Cochenour mine, was completed in
November. During 2013, exploration drilling from the haulage drift will continue to test the unexplored ground at depth in the heart of the prolific
Red Lake gold district. Two drills continue to work in the Cochenour Red Lake Haulage Drift to test the potential of this underexplored area.
At December 31, 2012, total project expenditures since January 1, 2011, excluding investment tax credits, are $225 million, $216 million of which
is spent and $9 million of which is committed. Capital expenditures excluding investment tax credits, during the three months ended
December 31, 2012 amounted to $24 million ($98 million year ended December 31, 2012). Total project expenditures have been included in the
total expenditures on mining interests in Red Lake, and consist mainly of exploration, construction of surface infrastructure, shaft slashing
(widening) and sinking, and development of the Cochenour Red Lake Haulage Drift.

GOLDCORP | 37
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Pueblo Viejo Project, Dominican Republic (Goldcorps interest 40%)
Pueblo Viejo contains 25.0 million ounces of proven and probable gold reserves at December 31, 2012, where Goldcorps interest represents
10.01 million ounces. The project is a partnership with Barrick, the project operator.
Pre-commercial production from the new Pueblo Viejo mine in the DR was 43,700 ounces (Goldcorps share) for the fourth quarter of 2012,
slightly below expectations, while plant commissioning advanced. Proceeds from the sale of these ounces were recorded as an offset to capital.
Modifications to one of the four autoclaves were carried out in December 2012 to implement design improvements and allow for higher
throughputs, and are being retro-fitted on the remaining three autoclaves in the first half of 2013. The mine achieved commercial production in
January 2013.
Certain members of the DR Congress, including the President of the Chamber of Deputies, have expressed a desire to amend the SLA to
accelerate and increase the benefits that the DR will derive from the Pueblo Viejo mine. The SLA, which provides for substantial benefits to the
DR, including through royalties and taxes, in addition to the other indirect benefits derived by the country such as through employment and
purchasing of goods and services, was approved by Congress in 2009 and cannot be unilaterally altered. However, Barrick, as the operator, while
reserving its rights under the SLA, has engaged in a dialogue with representatives of the government, with a view to achieving a mutually
acceptable outcome. At this time, the outcome of the dialogue is uncertain, but any amendments to the SLA could impact overall project
economics.
For 2013, Goldcorps share of production from Pueblo Viejo is anticipated to be 330,000 435,000 ounces as the mine ramps up to full capacity,
expected in the second half of the year. Goldcorps share of average annual gold production in the first full five years of operation is expected to
be 415,000 450,000 ounces at total cash costs of $300-$350 per ounce . A 215 MW dual fuel power plant at an estimated cost of
approximately $120 million (Goldcorps share) is anticipated to commence operations in 2013 utilizing heavy fuel oil, but have the ability to
subsequently transition to lower cost liquid natural gas.
Cumulative expenditures to date, including accrued management fees, amounted to $1.8 billion, or $1.5 billion net of the $256 million partial
return of invested capital.

El Morro Project, Chile
El Morro is an advanced stage, world-class gold/copper project in northern Chile, one of the most attractive mining jurisdictions in the world. El
Morro contained 6.73 million ounces (Goldcorps share) of proven and probable gold reserves at December 31, 2012, compared to 5.84 million
ounces at December 31, 2011, due to a redesign of the ultimate pit based on higher gold and copper prices. Located in the Atacama region of
Chile approximately 80 kilometres east of the city of Vallenar and at a 4,000 metre altitude, El Morro comprises a large, 36-square kilometre
land package with significant potential for organic growth through further exploration. Two principal zones of gold-copper mineralization have
been identified to date the El Morro and La Fortuna zones and the Company has identified several additional targets as part of its regional
exploration plan. Future exploration efforts will also test the potential bulk-mineable gold and copper production below the bottom of the current
pit.
All El Morro project field construction activities remain suspended since April 27, 2012 pending the definition and implementation by the Chilean
environmental permitting authority (the SEA) of a community consultation process which corrects certain deficiencies in that process as
specifically identified by the Antofogasta Court of Appeals. The Chilean authorities and local communities continue to refine and advance this
new consultation process with the Companys support. Overall project activities are focused on gathering information to support permit
applications for submission following the completion of the administrative process and optimization of the project economics including securing
long-term power supply.

GOLDCORP | 38
(1) Based on gold and West Texas Intermediate oil price assumptions of $1,300/oz and $90/bbl, respectively. Does not include escalation for future inflation.
(1)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

On June 26, 2012, the Ontario Superior Court of Justice dismissed the claims of Barrick seeking to declare unlawful and ineffective the
transactions announced by Goldcorp and New Gold Inc. (New Gold) on January 7, 2010 with respect to the acquisition of the El Morro project
in Chile. Goldcorp acquired 70% of the El Morro project from a subsidiary of New Gold, which acquired the El Morro project from Xstrata
Copper Chile S.A. (Xstrata) pursuant to the exercise of a right of first refusal. The right of first refusal came into effect on October 12, 2009
when Barrick entered into an agreement with Xstrata to acquire Xstratas 70% interest in the El Morro project. New Gold owns 30% of the
project. Barrick did not appeal the Superior Courts decision and Goldcorp and Barrick have settled the payment of costs, fully resolving this
matter in the third quarter of 2012.
At December 31, 2012, total project expenditures and commitments are $258 million, of which $191 million is spent and $67 million is
committed. Capital expenditures, excluding capitalized interest, during the three months ended December 31, 2012 were $28 million ($96 million
twelve months ended December 31, 2012).
Camino Rojo Project, Mexico
The Camino Rojo project is located approximately 50 kilometres southeast of Goldcorps Peasquito mine with a 3,389 square kilometre land
position which includes the Represa deposit. At December 31, 2012, Camino Rojo contained 1.63 million ounces of proven and probable reserves.
A successful exploration program outlined more oxide and transitional material than previously outlined. Following the completion of a pre-
feasibility study some of the mineral resource was reclassified as a mineral reserve based on a highly increased confidence level.
During 2012, a study was completed that contemplates a heap leach facility to process near-surface oxide and transition mineralization. The study
demonstrated strong financial returns but does not reflect recent positive exploration results in the sulphide portions of the deposit. Until the
sulphide opportunity is more thoroughly understood, development and construction of the heap leach facility will be deferred. Work will continue
in 2013 on sulphide zone exploration, permitting and metallurgical testing subject to the execution of a surface rights agreement.
During the fourth quarter of 2012, the drilling program comprised a total of 3,942 metres of RAB-style reverse circulation drilling in 49 holes in
regional pediment targets, including 17 holes in the Los Cardos target, 35 km northwest of the Represa deposit. In total, the 2012 drilling program
completed 52,665 metres drilled in 240 holes, including 33,069 metres of core drilled in 38 expansion and infill holes in the Represa area and
18,480 metres of RC drilling completed in 197 regional RAB-style holes. An additional five RC condemnation holes were completed for 1,116
metres.
At December 31, 2012, total project expenditures were $38 million. Capital expenditures, excluding capitalized interest, during the three months
ended December 31, 2012 amounted to $2 million (year ended December 31, 2012 $14 million).
Noche Buena Project, Mexico
The Noche Buena project is located approximately 5 kilometres north of the Peasquito mine. Measured and indicated gold resources at Noche
Buena at December 31, 2012 were 0.96 million ounces. The mine plan was not updated following limited exploration activities during the year.
The Noche Buena project area totals approximately 24 square kilometres and is immediately adjacent and contiguous with the northern border of
the Peasquito concession block.
The 2012 drilling program ended with a total of 13,609 metres drilled, distributed in 39 holes with focus on high-grade, gold-silver zones and
adjacent gold-copper. A total of 1,117 metres were drilled during the fourth quarter of 2012. As the Company continues to focus on prudent
management of capital spending, recent results of an internal study have led to the decision that this project will not be a focus for development at
this time.

GOLDCORP | 39
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Cerro Blanco Project, Guatemala
The Cerro Blanco Project is located in southwestern Guatemala and is considered to be a classic hot springs gold deposit with typical bonanza
type gold mineralization. At December 31, 2012, Cerro Blanco contained 1.27 million ounces of measured and indicated gold resources. The
activities in 2012 were focused on accessing the mineralized zone from underground.
Site-based activities continued to focus on finalization of the project feasibility study which is now expected to be completed in mid-2013. Work
is focused on reviewing the geologic model and additional drilling for possible reserves enhancement. A geothermal resource, with the potential to
generate geothermal power, is located adjacent to the ore body. A feasibility study for the geothermal power was finished in the third quarter of
2012 and indicates a generation capacity of 7.3MW.
At December 31, 2012, total project expenditures were $145 million. Capital expenditures, including deposits on mining interests, during the three
months ended December 31, 2012 amounted to $3 million ($47 million twelve months ended December 31, 2012).

GOLDCORP | 40
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

EXPENSES

Exploration and evaluation costs in 2012 decreased by $6 million as compared to 2011 primarily due to the recognition of $8 million of
investment tax credits at the Companys Canadian operations.
The Companys share of net earnings of associates in 2012 was primarily due to the current year reversal of an impairment expense of $65 million
recognized in respect of the Companys investment in Primero in 2011 predominantly as a result of an increase in Primeros quoted market price
which indicated that the impairment no longer existed. This gain was partially offset by a $14 million, net of tax, impairment expense recognized
in respect of certain power assets held at Pueblo Viejo. An impairment expense of $18 million, net of tax, had previously been recognized against
these power assets in 2011. The Companys share of net losses of associates during the year ended December 31, 2011 of $98 million was
primarily due to the impairment expenses recognized in respect of the Companys investments in Primero and Pueblo Viejo as mentioned
previously.
Included in corporate administration is share-based compensation expense of $82 million (2011 $100 million) which has decreased due to lower
share option grants and cancellations of share options and other share-based payment awards during the year ended December 31, 2012.
Excluding share-based compensation, corporate administration expense increased to $163 million as compared to $129 million in 2011 due to
increased corporate activities and higher community and corporate social responsibility contributions.
OTHER INCOME (EXPENSES)

During the year ended December 31, 2012, the Company recognized a $4 million gain on disposition of certain of the Companys available-for-
sale equity securities. In the prior year, the gain on disposition of securities primarily related to the sale of the Companys 10.1% interest in Osisko
on February 8, 2011, which resulted in a gain on disposition of $320 million ($279 million after tax).
For the year ended December 31, 2012, the Company recognized an impairment expense of $71 million (2011 $87 million) on certain of the
Companys equity and marketable securities and reclassified the cumulative mark-to-market losses previously recognised in other comprehensive
income to net earnings.
The Company recorded a net gain on derivatives of $155 million for the year ended December 31, 2012 (2011 net gain of $82 million). During
the year ended December 31, 2012, the Company recognized a $127 million unrealized gain representing the change in fair value of the
conversion feature of the Companys Notes during the year (2011 unrealized gain of $49 million). The Company has entered into foreign
currency, heating oil, copper, lead, zinc and silver contracts. These contracts meet the definition of derivatives and do not qualify for hedge
accounting. As a result, they are marked-to-market at each period end with changes in fair values recorded in earnings. The Company recorded a
gain of $40 million on these contracts (2011 gain of $14 million). The above gains were partially offset by a net loss of $11 million relating to
the Silver Wheaton silver contract (2011 net loss of $2 million) and a $1 million unrealized

GOLDCORP | 41
2012 2011
Exploration and evaluation costs $ 55 $ 61
Share of net (earnings) losses of associates (47) 98
Corporate administration 245 229
2012 2011
Gains on disposition of securities, net $ 4 $ 319
Impairments on available-for-sale securities (71) (87)
Gains on derivatives, net 155 82
Gains on disposition of mining interests, net 12 -
Finance costs (30) (23)
Other income (expenses) 12 38

$ 82 $ 329
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

loss on investments in warrants (2011 unrealized loss of $7 million). During the year ended December 31, 2011, the Companys 9.2 million
outstanding share purchase warrants were exercised or expired and the Company recognized a realized and net total gain of $33 million and $28
million, respectively.
On October 10, 2012, the Company completed the sale of the 8,422,460 shares received from Primero as settlement of the outstanding $30 million
principal of the Primero Convertible Note and recognized a $12 million gain on disposition.
During the year ended December 31, 2012, the Company incurred finance costs of $30 million (2011 $23 million) primarily comprised of
accretion of reclamation and closure cost obligations.
The Company recognized other income of $12 million in 2012 comprised primarily of $14 million of interest income arising on the Primero Notes
and the Companys cash and cash equivalents and a $5 million gain recognized on a mineral interest option payment received on one of the
Companys exploration properties, partially offset by $5 million of foreign exchange losses. Other income of $38 million in 2011 was primarily
due to the reversal of withholding tax provisions at certain of the Companys operations, interest income of $11 million earned on the Primero
Notes and the Companys cash and cash equivalents, insurance recoveries of $5 million and $3 million of foreign exchange gains.
INCOME TAXES
Income and mining taxes for the year ended December 31, 2012 amounted to $503 million, approximately 23% of earnings before taxes, after
adjusting for the impact of foreign exchange on deferred taxes, and share-based compensation expenses which are not deductible (2011 $686
million, or 22%).
The marginally higher effective tax rate in 2012, as compared to 2011, is primarily due to the gain in 2011 on the disposition of the Companys
investment in Osisko being subject to a lower effective tax rate and a higher proportion of earnings in 2011 arising in lower tax rate jurisdictions.
These impacts were partially offset by a significant portion of the 2011 impairment expense in respect of certain of the Companys equity and
marketable securities not being tax effected due to uncertainty related to the ability to utilize these unrealized capital losses in the future and the
increase in Quebec Mining Duties rate from 12% to 16%. The 2012 effective tax rate was beneficially impacted by the large non-taxable mark-to-
market gain on the conversion feature of the Companys Notes, the settlement of certain past tax positions and the non-taxable reversal of the
impairment of the Companys investment in Primero.
Income taxes for the year ended December 31, 2012 included a $32 million foreign exchange gain on the translation of deferred income tax assets
and liabilities primarily from the Placer Dome and Glamis acquisitions in 2006 and the Camino Rojo and Cerro Negro acquisitions in 2010,
compared to an $89 million foreign exchange loss in 2011.
NON-CONTROLLING INTERESTS
On February 16, 2010, the Company acquired a 70% interest in Sociedad Contractual Minera El Morro, the owner of the El Morro gold/copper
project in Chile, which resulted in a 30% non-controlling interest in the amount of $213 million. During the year ended December 31, 2012, the
non-controlling interests share of El Morros net earnings was $nil million (2011 $nil million).

GOLDCORP | 42
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

NON-GAAP MEASURE TOTAL CASH COSTS (BY-PRODUCT) PER GOLD OUNCE CALCULATION
The Company has included non-GAAP performance measure total cash costs, by-product and co-product, per gold ounce throughout this
document. In addition to conventional measures, the Company uses this performance measure to monitor its operating cash costs internally and
believes this measure provides investors and analysts with useful information about the Companys underlying cash costs of operations and the
impact of by-product revenues on the Companys cost structure. Accordingly, it is intended to provide additional information and should not be
considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company reports total cash costs
on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company
follows the recommendations of the Gold Institute Production Cost Standard.
By-product cash costs incorporates all production costs, adjusted for changes in estimates at the Companys inactive and closed mines which are
non-cash in nature, and includes by-product credits and treatment and refining charges included within revenue. Additionally, cash costs are
adjusted for realized gains and losses on the Companys commodity and foreign currency contracts which the Company enters into to mitigate the
Companys exposure to fluctuations in by-product metal prices, heating oil prices and foreign exchange rates which may impact the Companys
operating costs.
The following table provides a reconciliation of total cash costs (by-product) per ounce to the consolidated financial statements for the years
ended December 31:


GOLDCORP | 43
2012 2011
Production costs per consolidated financial statements $ 2,337 $ 2,042
Non-cash reclamation and closure cost obligations (84) (21)
Treatment and refining charges on concentrate sales 178 132
By-product silver, copper, lead and zinc sales (1,700) (1,580)
Realized gains on foreign currency, heating oil, copper, lead, zinc and silver contracts and foreign exchange (20) (17)
Other adjustments (9) -
Total cash costs (by-product) 702 556
Divided by ounces of gold sold 2,340,600 2,490,200
Total cash costs (by-product) per gold ounce $ 300 $ 223
(1)
(2)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)





GOLDCORP | 44
Three months ended
December 31
2012
September 30
2012
December 31
2011
Production costs per consolidated financial statements $ 667 $ 646 $ 619
Non-cash reclamation and closure cost obligations (84) - (51)
Treatment and refining charges on concentrate sales 35 54 37
By-product silver, copper, lead and zinc sales (379) (551) (414)
Realized gains on foreign currency, heating oil, copper, lead, zinc and silver
contracts and foreign exchange (4) (7) (12)
Other adjustments (3) (6) -
Total cash costs (by-product) 232 136 179
Divided by ounces of gold sold 645,100 617,800 685,000
Total cash costs (by-product) per gold ounce $ 360 $ 220 $ 261

(1) $30 million and $125 million in royalties are included in production costs per the consolidated financial statements for the three months and year ended December 31,
2012, respectively (year ended December 31, 2011 $153 million; three months ended September 30, 2012 $33 million; three months ended December 31, 2011 $52
million)).


(2) If silver, lead and zinc for Peasquito, silver for Marlin and copper for Alumbrera were treated as co-products, total cash costs for 2012 would be $638 per ounce of gold
(2011 $534 per ounce of gold).


(3) If silver, lead and zinc for Peasquito, silver for Marlin and copper for Alumbrera were treated as co-products, total cash costs for the three months ended December 31,
2012 would be $621 per ounce of gold (three months ended September 30, 2012 $660 per ounce of gold; three months ended December 31, 2011 $529 per ounce of
gold).

(1)
(3)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

NON-GAAP MEASURE ADJUSTED NET EARNINGS
The Company has included non-GAAP performance measures, adjusted net earnings and adjusted net earnings per share, throughout this
document. Adjusted net earnings excludes gains/losses and other costs incurred for acquisitions and disposals of mining interests, impairment
charges, unrealized and non-cash realized gains/losses of financial instruments and foreign exchange impacts on deferred income tax as well as
significant non-cash, non-recurring items. The Company also excludes net earnings and losses of certain associates that the Company does not
view as part of the core mining operations. The Company excludes these items from net earnings to provide a measure which allows the Company
and investors to evaluate the results of the underlying core operations of the Company and its ability to generate cash flow. Accordingly, it is
intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in
accordance with GAAP.
The following table provides a reconciliation of adjusted net earnings to the consolidated financial statements for the years ended December 31:


GOLDCORP | 45
2012 2011
Net earnings attributable to shareholders of Goldcorp per consolidated financial statements $ 1,749 $ 1,881
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations,
net of tax 60 15
Share of net (earnings) losses of associates, net of tax (47) 97
Impairments of available-for-sale securities, net of tax 63 76
Gains on disposition of securities, net of tax (3) (278)
Gains on derivatives, net of tax (135) (68)
Gains on dispositions of mining interests, net of tax (12) -
Unrealized (gains) losses on foreign exchange translation of deferred income tax assets and liabilities (32) 89
Withholding tax recovery (1) (25)
Other - (1)
Total adjusted net earnings $ 1,642 $ 1,786
Weighted average shares outstanding (000s) 810,409 804,467
Adjusted net earnings per share $ 2.03 $ 2.22
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

NON-GAAP MEASURE FREE CASH FLOWS
The Company has included non-GAAP performance measure, free cash flows, throughout this document. The Company believes that, in addition
to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Companys
performance and ability to operate without reliance on additional external funding or use of available cash. Accordingly, it is intended to provide
additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with
GAAP. The following table provides a reconciliation of free cash flows to net cash provided by operating activities per the consolidated financial
statements for the years ended December 31:



GOLDCORP | 46
Three months ended
December 31
2012
September 30
2012
December 31
2011
Net earnings attributable to shareholders of Goldcorp per consolidated financial
statements $ 504 $ 498 $ 405
Revisions in estimates and liabilities incurred on reclamation and closure costs, net of tax 60 - 36
Share of net losses (earnings) of associates, net of tax 16 (102) 86
Impairments of available-for-sale securities, net of tax 2 6 75
(Gains) losses on disposition of securities, net of tax (2) (1) 1
(Gains) losses on derivatives, net of tax (122) 100 (76)
Gains on disposition of mining interests, net of tax (12) - -
Unrealized losses (gains) on foreign exchange translation of deferred income tax assets and
liabilities 22 (52) 29
Impairment reversal of Primero 1-year convertible note - (8) -
Withholding tax recovery (1) - (25)
Other (2) - -
Total adjusted net earnings $ 465 $ 441 $ 531
Weighted average shares outstanding (000s) 811,394 810,696 809,829
Adjusted net earnings per share $ 0.57 $ 0.54 $ 0.66
2012 2011
Net cash provided by operating activities $ 2,097 $ 2,366
Expenditures on mining interests (2,333) (1,677)
Deposits on mining interests expenditures (275) (101)
Interest paid (17) (17)
Free cash flows $ (528) $ 571
Three months ended
December 31
2012
September 30
2012
December 31
2011
Net cash provided by operating activities $ 787 $ 434 $ 727
Expenditures on mining interests (636) (573) (460)
Deposits on mining interests expenditures (83) (96) (62)
Interest paid - (8) -
Free cash flows $ 68 $ (243) $ 205
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

COMMITMENTS
In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following
table summarizes the remaining contractual maturities of the Companys financial liabilities and operating and capital commitments:


At December 31, 2012, the Company had letters of credit outstanding and secured deposits in the amount of $427 million (December 31, 2011
$308 million).
In addition, certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter
returns (NSRs), modified NSRs, net profits interest (NPI) and/or net earnings. Royalties are expensed at the time of sale of gold and other
metals. For the year ended December 31, 2012, royalties included in production costs amounted to $125 million (2011 $153 million). At
December 31, 2012, the significant royalty arrangements of the Company were as follows:



GOLDCORP | 47
At December 31, 2012
At December 31,
2011
Within 1 year
2 to 3
years
4 to 5
years Over 5 years Total Total
Accounts payable and accrued liabilities $ 879 $ - $ - $ - $ 879 $ 612
Current and non-current derivative liabilities 68 23 - - 91 123
Debt re-payments (principal portion) - 863 - - 863 863
Interest payments on convertible senior notes 17 17 - - 34 52
Capital expenditure commitments 743 21 - - 764 765
Reclamation and closure cost obligations 18 45 45 2,705 2,813 1,354
Minimum rental and lease payments 12 12 3 22 49 11
Other 55 7 4 64 130 72

$ 1,792 $ 988 $ 52 $ 2,791 $ 5,623 $ 3,852
(1) Excludes accrued interest on convertible senior notes which is disclosed separately in the above table.
Producing mining properties:


Musselwhite
1 5% of NPI

Peasquito
2% of NSR

Marlin
5% of NSR

Alumbrera

3% of modified NSR plus 20%
YMAD royalty
Marigold 5 10% of NSR

Development projects:

lonore
2.2 3.5% of NSR

Cerro Blanco
4% of NSR

Cerro Negro

3 4% of modified NSR
and 1% of net earnings
El Morro 2% of NSR

Pueblo Viejo
3.2% of NSR; 0 28.8% NPI

(1) On January 26, 2012, the Government of Guatemala and the Guatemalan Chamber of Industry publicly announced an agreement to voluntarily increase the royalties paid on the
production of precious metals in Guatemala from 1% to 4% of gross revenue. In addition to this increase, Marlin has agreed to pay an additional 1% voluntary royalty.
(1)
(1)
(1)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

FINANCIAL INSTRUMENTS AND RELATED RISKS
The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk, in
accordance with its Risk Management Policy. The Companys Board of Directors oversees managements risk management practices by setting
trading parameters and reporting requirements. The Risk Management Policy provides a framework for the Company to manage the risks to which
it is exposed in various markets and to protect itself against adverse price movements. All transactions undertaken are to support the Companys
ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.
The following describes the types of risks that the Company is exposed to and its objectives and policies for managing those risk exposures:

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its
obligations. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents, money market
investments, derivative assets and other receivables. To mitigate exposure to credit risk on financial assets, the Company has established policies
to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness and to ensure liquidity of
available funds.
The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its products
exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults
is negligible and, as a result, the credit risk associated with trade receivables at December 31, 2012 is considered to be negligible. The Company
invests its cash and cash equivalents and money market investments in highly-rated corporations and government issuances in accordance with its
short-term investment policy and the credit risk associated with its investments is considered to be low. Foreign currency, heating oil and
commodity contracts are entered into with large international financial institutions with strong credit ratings.
The Companys maximum exposure to credit risk is as follows:


Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company has
in place a rigorous planning, budgeting and forecasting process to help determine the funds required to support the Companys normal operating
requirements on an ongoing basis and its expansionary plans. The Company ensures that sufficient committed loan facilities exist to meet its
short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and
money market investments.

GOLDCORP | 48
(i) Credit risk

At December 31
2012
At December 31
2011
Cash and cash equivalents $ 918 $ 1,502
Accounts receivable 713 473
Other receivables 45 -
Money market investments - 272
Current and non-current derivative assets 42 21
Current and non-current notes receivable 42 82
Accrued interest receivable - 5

$ 1,760 $ 2,355
(ii) Liquidity risk
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

During the year ended December 31, 2012, the Company generated cash flows from operations of $2,097 million (2011 $2,366 million). At
December 31, 2012, Goldcorp held cash and cash equivalents of $918 million (December 31, 2011 $1,502 million), of which $161 million
(December 31, 2011 $44 million) is held by the Companys joint ventures and which is not available for use by the Company. At December 31,
2012, the Company had working capital of $1,127 million (excluding working capital of the Companys joint ventures) (December 31, 2011
$2,131 million) which the Company defines as current assets less current liabilities.
On November 23, 2011, the Company entered into a $2 billion 5-year senior revolving credit facility with a syndicate of 15 lenders. This
unsecured floating rate credit facility replaced the Companys 2007 $1.5 billion revolving credit facility. Amounts drawn incur interest at LIBOR
plus 0.875% to 1.750% per annum and undrawn amounts are subject to a 0.08% to 0.30% per annum commitment fee; both fees are dependent on
the Companys debt ratings. All amounts drawn are required to be refinanced or repaid by November 23, 2016. The revolving credit facility was
not used during 2012.
In April 2010, Barrick, the project operator, and Goldcorp finalized the terms for $1.035 billion (100% basis) in project financing for Pueblo Viejo
($414 million Goldcorps share). The lending syndicate is comprised of international financial institutions including two export credit agencies
and a syndicate of commercial banks. The financing amount is divided into three tranches consisting of $375 million, $400 million and $260
million with terms of fifteen years, fifteen years and twelve years, respectively. The $375 million tranche bears a fixed coupon rate of 4.02% for
the entire fifteen years. The $400 million tranche bears a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus
5.10% (inclusive of a political risk insurance premium) for years thirteen to fifteen. The $260 million tranche bears a coupon rate of LIBOR plus
3.25% pre-completion and scales gradually to LIBOR plus 4.85% (inclusive of political risk insurance premium) for years eleven and twelve.
Barrick and Goldcorp have each provided a guarantee for their proportionate share of the loan. The guarantees will terminate upon Pueblo Viejo
meeting certain operating completion tests and are subject to a carve-out for certain political risk events. At December 31, 2012, there was a total
$940 million drawn against the credit facility (Goldcorps share $376 million).
On December 18, 2012, the Company entered into a 1-year $469 million Argentine peso ($100 million) credit facility with a third party in
Argentina. This credit facility will be used to fund construction at the Companys Cerro Negro project. The facility bears interest at Badlar, the
average interest rate paid on short-term deposits over $1 million Argentine pesos, plus a floating margin based on 75% of the differential between
the general lending rate and the deposit rate set by the Standard Bank Argentina S.A. At December 31, 2012, the Company had drawn $45 million
against the credit facility.
In the opinion of management, the working capital at December 31, 2012, together with future cash flows from operations and available funding
facilities, is sufficient to support the Companys commitments. The Companys total planned capital expenditures for 2013 is $2.8 billion, 40% of
which relate to operations and the remaining 60% to projects (Cerro Negro, lonore, Cochenour, El Morro, Camino Rojo and Pueblo Viejo).
At December 31, 2012, the Companys committed capital expenditures payable over the next twelve months amounted to $743 million (December
31, 2011 $765 million) including $292 million relating to the Cerro Negro Project, $123 million relating to the lonore project, $67 million
relating to the El Morro project, and $88 million representing the Companys share of committed capital expenditures of its associates.
For the periods beyond 2013, the Companys cash flows from operations and available funding under the Companys loan facilities are expected
to sufficiently support further expansions and growth. Peasquito will be the main driver of the Companys gold production growth expected in
the next five years, with significant contributions from Red Lake, Pueblo Viejo and Cerro Negro.

GOLDCORP | 49
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Currency risk
Currency risk is the risk that the fair values or future cash flows of the Companys financial instruments will fluctuate because of changes in
foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and
zinc are sold in US dollars and the Companys costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Argentinean pesos,
Guatemalan quetzals and Chilean pesos. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver,
copper, lead and zinc production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are
denominated in non-US dollar currencies which are subject to currency risk. Accounts receivable and other current and non-current assets
denominated in non-US dollars relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. The Company is
further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss is denominated in a non-US
dollar currency. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting
deferred tax charged or credited to income tax expense. At December 31, 2012, the Company had $5.5 billion of deferred income tax liabilities, of
which $5.1 billion arose primarily from the acquisitions of Placer Domes assets and Glamis in 2006, and Camino Rojo and Cerro Negro in 2010
and which are denominated in currencies other than the US dollar.
The Company is exposed to currency risk through the following financial assets and liabilities and deferred income tax liabilities denominated in
currencies other than US dollars:

During the year ended December 31, 2012, the Company recognized a loss of $5 million on foreign exchange (2011 gain of $3 million). Based
on the above net exposures, excluding income taxes receivable (payable), current and non-current and deferred income tax liabilities at
December 31, 2012, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an approximate $2 million
increase or decrease in the Companys after-tax net earnings, respectively.
During the year ended December 31, 2012, the Company recognized a net foreign exchange gain of $33 million in income tax expense on income
taxes receivable/(payable) and deferred taxes (2011 net loss of $84 million). Based on the above net exposures relating to

GOLDCORP | 50
(iii) Market risk

At December 31, 2012
Cash and
cash
equivalents
Accounts
receivable and
other current
and non-
current assets
Income taxes
receivable
(payable),
current and non-
current
Accounts
payable and
accrued
liabilities and
non-current
liabilities
Deferred
income tax
liabilities

Canadian dollar $ 13 $ 105 $ (88) $ (351) $ (880)

Mexican peso 57 140 (46) (86) (2,849)

Argentinean peso 168 117 (51) (167) (1,319)

Guatemalan quetzal - 11 (2) (38) (18)

Chilean peso 1 10 - (9) -

$ 239 $ 383 $ (187) $ (651) $ (5,066)

At December 31, 2011

Canadian dollar $ 22 $ 58 $ (116) $ (238) $ (852)

Mexican peso 20 58 (13) (86) (2,927)

Argentinean peso 20 55 (17) (25) (1,304)

Guatemalan quetzal 5 14 (3) (27) (21)

Chilean peso 1 3 - (16) -

$ 68 $ 188 $ (149) $ (392) $ (5,104)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

income taxes at December 31, 2012, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an
approximate $116 million decrease or increase in the Companys after-tax net earnings, respectively.
During the year ended December 31, 2012 and in accordance with its Risk Management Policy, the Company entered into Canadian dollar and
Mexican peso forward and option contracts to purchase and sell the respective foreign currencies at pre-determined US dollar amounts. These
contracts were entered into to normalize operating expenses incurred by the Companys foreign operations as expressed in US dollar terms.
Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates.
The Company is exposed to interest rate risk on its outstanding borrowings, its share of the Pueblo Viejo project financing, cash and cash
equivalents, money market investments, certain short-term credit facilities and interest-bearing receivables. At December 31, 2012, the
Companys revolving credit facility is subject to a floating interest rate. In addition, the Primero 5-year Promissory Note is exposed to interest rate
risk as a result of the fixed interest rate earned. The Company monitors its exposure to interest rates and is comfortable with its exposures given
the relatively low short-term US dollar rates. The weighted average interest rate paid by the Company during the year ended December 31, 2012
on its revolving credit facility was nil% (2011 nil%). The average interest rate earned by the Company during the year ended December 31,
2012 on its cash and cash equivalents was 0.21% (2011 0.20%). A 10% increase or decrease in the interest earned from financial institutions on
deposits held and money market investments would result in a nominal increase or decrease in the Companys after-tax net earnings.
Price risk
Price risk is the risk that the fair value or future cash flows of the Companys financial instruments will fluctuate because of changes in market
prices. Profitability of the Company in the next year depends on metal prices for gold, silver, copper, lead and zinc. Gold, silver, copper, lead and
zinc prices are affected by numerous factors such as the sale or purchase of gold and silver by various central banks and financial institutions,
interest rates, exchange rates, inflation or deflation, fluctuations in the value of the US dollar and foreign currencies, global and regional supply
and demand, and the political and economic conditions of major gold, silver and copper-producing countries throughout the world. A 10%
increase or decrease in metal prices would result in a $418 million increase or decrease in the Companys after-tax net earnings (2011 $418
million).
The Company has a policy not to hedge gold sales. In accordance with the Companys Risk Management Policy, the Company may hedge up to
50% and 30% of its by-product base metal sales volume over the next fifteen months and subsequent sixteen to twenty-seven months,
respectively, to manage its exposure to fluctuations in base metal prices.
The costs relating to the Companys production, development and exploration activities vary depending on the market prices of certain mining
consumables including diesel fuel and electricity. A 10% increase or decrease in diesel fuel market prices would result in a $17 million decrease
or increase in the Companys after-tax net earnings. The Company does not intend to hedge against diesel fuel price fluctuations in Mexico as the
government regulates the domestic market. As and when it is determined to be favourable, the Company will enter into hedges against diesel fuel
price fluctuations in Canada and the United States. At December 31, 2012, the Company has entered into heating oil contracts to manage its
exposure to fuel prices. Electricity is regionally priced in Ontario, Canada and Mexico and semi-regulated by the provincial and federal
governments, respectively. The regulation of electricity prices reduces the risk of price fluctuation and the Company therefore does not
contemplate entering into contracts to hedge against such risk.
The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of
each equity investment, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being
recognized in other comprehensive income.

GOLDCORP | 51
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

CAPITAL RESOURCES
The capital of the Company consists of items included in shareholders equity and debt, net of cash and cash equivalents and money market
investments as follows:

At December 31, 2012, there was no externally imposed capital requirement to which the Company is subject and with which the Company has
not complied.
During the year ended December 31, 2012, the Company invested a total of $2,521 million in mining interests, of which 56% related to capital
projects, including $506 million at Pueblo Viejo, $471 million at lonore, $322 million at Cerro Negro and $112 million at El Morro. The
remaining 42% was related to capital expenditures at the Companys operating sites, primarily $281 million at Red Lake, $259 million at
Peasquito, $111 million at Porcupine, $99 million at Musselwhite, $97 million at Marlin and $85 million at Los Filos.
As at February 14, 2013, there were 812 million common shares of the Company issued and outstanding and 16 million stock options outstanding
which are exchangeable into common shares at exercise prices ranging between C$16.87 per share to C$48.72 per share.
Dividends which were declared and paid during the year ended December 31, 2012 totalled $438 million (2011 $330 million).
OTHER RISKS AND UNCERTAINTIES
Foreign Operations
In 2012, the majority of the Companys foreign operations were conducted in Mexico, Guatemala, Argentina, the Dominican Republic, Chile and
the United States, and as such the Companys operations are exposed to various levels of political, economic and other risks and uncertainties.
These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression;
expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation
or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign
exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding
of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
Changes, if any, in mining or investment policies or shifts in political attitude in Mexico, Guatemala, Argentina, the Dominican Republic, Chile
and the United States may adversely affect the Companys operations or profitability. Operations may be affected in varying degrees by
government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income
taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water
use and mine safety.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in
loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or
other interests. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have a material adverse effect
on the Companys operations or profitability.

GOLDCORP | 52

At December 31
2012
At December 31
2011
Shareholders equity $ 22,716 $ 21,272
Long-term debt 783 737
Short-term Argentine peso credit facility 45 -
23,544 22,009
Less: Cash and cash equivalents (918) (1,502)

Money market investments - (272)



$ 22,626 $ 20,235
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Government Regulation
The mining, processing, development and mineral exploration activities of the Company are subject to various laws governing prospecting,
development, production, taxes, royalties, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims
of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and
regulations will not be applied in a manner which could have an adverse effect on the Companys financial position and results of operations.
Argentina
Since President Fernandez de Kirchner was re-elected in October 2011, government intervention in and regulation of the Argentine economy has
increased. In particular, the government has intensified the use of price, foreign exchange, and import controls in response to unfavourable
domestic economic trends (e.g., lower growth rates, higher inflation rates, and capital flight). Consistent with this policy, early in the second
quarter of 2012 the Argentinian Ministry of Economy and Public Finance issued a resolution that reduced the time within which exporters were
required to repatriate net proceeds from export sales from 180 days to 15 days after the date of export. As a result of this change, Alumbrera, a
joint venture of the Company, temporarily suspended concentrate shipments while Alumbrera management reviewed how the new resolution
would be applied by the government. In response to petitions from numerous exporters for relief from the new resolution, on July 17, 2012, the
Ministry issued a revised resolution which extended the 15-day limit to 180 days. After adoption of the new resolution, Alumbrera resumed
concentrate shipments in July 2012 and all delayed shipments were made in the second half of 2012.
Another example of government intervention in the economy is the adoption of restrictions on the importation of goods and services and increased
administrative procedures required to import equipment, materials and services required for the construction of the Cerro Negro project. In
addition, in May 2012, the government mandated that mining companies establish an internal function to be responsible for substituting
Argentinian-produced goods and materials for imported goods and materials. Under this mandate, the Company is required to submit its plans to
import goods and materials for government review 120 days in advance of the desired date of importation. The controls on imports and related
administrative processes may delay implementation of the Cerro Negro project schedule, if delivery of critical goods and materials is delayed or
prohibited.
The government also has tightened control over capital flows and foreign exchange, including informal restrictions on dividend, interest, and
service payments abroad and limitations on the ability of individuals and businesses to convert Argentine pesos into US dollars or other hard
currencies. These measures, which are intended to curtail the outflow of hard currency and protect Argentinas international currency reserves,
may adversely affect the Companys ability to convert dividends paid by current operations or revenues generated by future operations into hard
currency and to distribute those revenues to offshore shareholders. Maintaining operating revenues in Argentine pesos could expose the Company
to the risks of peso devaluation and high domestic inflation.
Guatemala
Late in the second quarter of 2012, the Guatemalan President Otto Perez Molina announced a proposal to extensively revise Guatemalas
Constitution which included an amendment which would authorize the government to acquire up to a 40 percent ownership interest in mining
projects. In August 2012, the proposal was rejected however the amendment may be reconsidered alongside the changes to the mining law
currently proposed by the Guatemalan Ministry of Energy and Mines. This proposed law would also increase the royalty rates on minerals to the
levels included in the voluntary royalty agreement announced in 2012. The Company will continue to monitor developments with respect to the
mining law in Guatemala as the legislative process advances.
Dominican Republic
Certain members of the DR Congress, including the President of the Chamber of Deputies, have expressed a desire to amend the SLA to
accelerate and increase the benefits that the DR will derive from the Pueblo Viejo mine. The SLA, which provides for substantial

GOLDCORP | 53
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

benefits to the DR, including through royalties and taxes, in addition to the other indirect benefits derived by the country such as through
employment and purchasing of goods and services, was approved by Congress in 2009 and cannot be unilaterally altered. However, Barrick, as
the operator, while reserving its rights under the SLA, has engaged in a dialogue with representatives of the government, with a view to achieving
a mutually acceptable outcome. At this time, the outcome of the dialogue is uncertain, but any amendments to the SLA could impact overall
project economics.
Environmental Regulation
The Companys operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate,
among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation,
transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will likely require
stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed
projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future
changes in environmental regulation, if any, will not adversely affect the Companys financial position and results of operations.
Government approvals and permits are currently, and may in the future be, required in connection with the Companys operations. To the extent
such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its mining operations or from
proceeding with planned exploration or development of mineral properties.
Cost risk
The Company is exposed to industry wide cost pressures on capital and operating expenditures. The increasing costs seen in the Companys global
operations increases the risk relating to the profitability of its operations and the economic returns on its exploration and development stage
projects. The Company continues to enter into certain hedging strategies to mitigate certain currency and fuel cost exposures and continues to
implement cost management strategies to mitigate this risk.
Other
For further information regarding the Companys operational risks, please refer to the section entitled Description of the Business Risk
Factors in the Annual Information Form for the year ended December 31, 2011, available at www.sedar.com and to the Companys Annual
Information Form for the year ended December 31, 2012 to be filed on SEDAR.

GOLDCORP | 54
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

BASIS OF PREPARATION
Statement of Compliance
The Companys consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB, effective as of
December 31, 2012. IFRS comprises IFRSs, International Accounting Standards (IASs), and interpretations issued by the IFRS Interpretations
Committee (IFRICs) and the former Standing Interpretations Committee (SICs). The Companys significant accounting policies are described
in note 3 of the Companys consolidated financial statements for the year ended December 31, 2012.
CRITICAL JUDGEMENTS AND ESTIMATES
The Companys management makes judgements in its process of applying the Companys accounting policies in the preparation of its
consolidated financial statements. In addition, the preparation of consolidated financial statements requires that the Companys management make
assumptions and estimates of effects of uncertain future events on the carrying amounts of the Companys assets and liabilities at the end of the
reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as
the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are
considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Companys
assets and liabilities are accounted for prospectively.
Management has made the following critical judgements and estimates:
Critical Judgments in Applying Accounting Policies
The critical judgements that the Companys management has made in the process of applying the Companys accounting policies, apart from
those involving estimations, that have the most significant effect on the amounts recognized in the Companys consolidated financial statements
are as follows:

Prior to a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of related mining
properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when
the mine is capable of operating at levels intended by management. Management considers several factors in determining when a mining property
is capable of operating at levels intended by management. During January 2013, the Company determined that the Pueblo Viejo mine, in which
the Company holds a 40% equity interest, was capable of operating at levels intended by management and on January 15, 2013, the Company
announced the declaration of commercial production at the Pueblo Viejo mine.

Management has determined that exploratory drilling, evaluation, development and related costs incurred which have been capitalized are
economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic
benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and
feasibility studies, accessible facilities, existing permits and life of mine plans.

The functional currency for each of the Companys subsidiaries, joint ventures and investments in associates, is the currency of the primary
economic environment in which the entity operates. The Company has determined the functional currency of each entity is the US dollar.
Determination of functional currency may involve certain judgements to determine the primary economic environment and the Company
reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic
environment.

GOLDCORP | 55
(a) Operating levels intended by management
(b) Economic recoverability and probability of future economic benefits of exploration, evaluation and development costs
(c) Functional currency
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain
judgements, taking into account all facts and circumstances. If an acquired set of assets and liabilities includes goodwill, the set is presumed to be
a business.
Key Sources of Estimation Uncertainty
The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a
significant risk of resulting in a material adjustment to the carrying amounts of the Companys assets and liabilities are as follows:

The Company considers both external and internal sources of information in assessing whether there are any indications that mining interests and
goodwill are impaired. External sources of information the Company considers include changes in the market, economic and legal environment in
which the Company operates that are not within its control and affect the recoverable amount of mining interests and goodwill. Internal sources of
information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be
used and indications of economic performance of the assets. In assessing whether there is objective evidence that the Companys mining interests
represented by its investments in associates are impaired, the Companys management considers observable data including the carrying amounts
of the investees net assets as compared to their market capitalization.
In determining the recoverable amounts of the Companys mining interests and goodwill, the Companys management makes estimates of the
discounted future after-tax cash flows expected to be derived from the Companys mining properties, costs to sell the mining properties and the
appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions about metal selling prices, future capital
expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and
exchange rates. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future non-
expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current
economics can result in a write-down of the carrying amounts of the Companys mining interests and/or goodwill.
During the year ended December 31, 2012, the Company recognized a reversal of impairment expense of $65 million for the Companys equity
investment in Primero primarily due to an increase in Primeros quoted market price in 2012 which indicated that the impairment expense
recognized during the year ended December 31, 2011 had reversed.
At December 31, 2012, the carrying amounts of the Companys mining interests and goodwill were $26,367 million and $1,737 million,
respectively.

In determining mine operating costs recognized in the Consolidated Statements of Earnings, the Companys management makes estimates of
quantities of ore stacked on leach pads and in process and the recoverable gold in this material to determine the average costs of finished goods
sold during the period. Changes in these estimates can result in a change in mine operating costs of future periods and carrying amounts of
inventories.
At December 31, 2012, the carrying amount of current and non-current inventories was $837 million (2011 $655 million).

GOLDCORP | 56
(d) Business combinations
(a) Impairment of mining interests and goodwill
(b) Mine operating costs
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

The carrying amounts of the Companys mining properties are depleted based on recoverable ounces contained in proven and probable reserves
and a portion of resources. The Company includes a portion of resources where it is considered probable that those resources will be economically
extracted. Changes to estimates of recoverable ounces and depletable costs including changes resulting from revisions to the Companys mine
plans and changes in metal price forecasts can result in a change to future depletion rates.

In determining whether stripping costs incurred during the production phase of a mining property relate to reserves and resources that will be
mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the phases, pit,
or mining property as appropriate (strip ratio). Changes in estimated strip ratios can result in a change to the future capitalization of stripping
costs incurred.
At December 31, 2012, the carrying amount of stripping costs capitalized was $161 million (2011 $90 million).

In a business combination, it generally takes time to obtain the information necessary to measure the fair values of assets acquired and liabilities
assumed and the resulting goodwill, if any. Changes to the provisional measurements of assets and liabilities acquired including the associated
deferred income taxes and resulting goodwill may be retrospectively adjusted when new information is obtained until the final measurements are
determined (within one year of acquisition date). The determination of fair value as of the acquisition date requires management to make certain
judgements and estimates about future events, including, but not restricted to, estimates of mineral reserves and resources acquired, exploration
potential, future operating costs and capital expenditures, future metal prices, long-term foreign exchange rates, and discount rates.
In determining the amount for goodwill, the Companys management makes estimates of the discounted future after-tax cash flows expected to be
derived from the acquired business based on estimates of future revenues, expected conversions of resources to reserves, future production costs
and capital expenditures, based on a life of mine plan. To estimate the fair value of the exploration potential, a market approach is used which
evaluates recent comparable gold property transactions. The excess of acquisition cost over the net identifiable assets acquired represents
goodwill.

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable
income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will
be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and
negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the
application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally
developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Companys control, and are feasible
and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax
authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where
applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these
estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company
reassesses unrecognized income tax assets.

GOLDCORP | 57
(c) Estimated recoverable ounces
(d) Deferred stripping costs
(e) Fair values of assets and liabilities acquired in business combinations
(f) Income taxes
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

The Companys provision for reclamation and closure cost obligations represents managements best estimate of the present value of the future
cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates, assumptions
of risks associated with the future cash outflows and assumptions of probabilities of alternative estimates of future cash outflows, and the
applicable risk-free interest rates for discounting those future cash outflows. Significant judgements and estimates are required in forming
assumptions of future activities, future cash outflows and the timing of those cash outflows. These assumptions are formed based on
environmental and regulatory requirements or the Companys environmental policies which may give rise to a constructive obligation. The
Companys assumptions are reviewed at the end of each reporting period and adjusted to reflect managements current best estimate and changes
in any of the above factors can result in a change to the provision recognized by the Company. At December 31, 2012, the carrying amount of the
Companys provision for reclamation and closure cost obligations was $519 million (2011 $395 million). The undiscounted value of these
obligations is $2,813 million (2011 $1,354 million).
For the purposes of calculating the present value of the provision for reclamation and closure cost obligations, the Company discounts the
estimated future cash outflows using the risk-free interest rate applicable to the future cash flows, which is the appropriate US Treasury risk-free
rate which reflects the reclamation lifecycle estimated for all sites, including operating and inactive mines and development projects. For those
with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.
For the year ended December 31, 2012, the Company applied a 30-year risk-free rate of 2.9% to all sites with the exception of those sites with a
reclamation lifecycle of greater than 100 years where a 5.2% risk-free rate was applied. The weighted average of the two discount rates was 4.9%
(2011 4.6%).
Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of related mining
properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to
the carrying amounts of related mining properties can result in a change to future depletion expense.

The Company recognizes a provision for the estimated payment for shortfall ounces on October 15, 2031 (calculated as $0.50 per estimated
shortfall ounce) with respect to the guarantee it has provided to Silver Wheaton Corporation (Silver Wheaton) of the 215 million minimum
cumulative ounces of silver to be produced by Primero at San Dimas and sold to Silver Wheaton at the agreed fixed price per ounce by
October 15, 2031. The production of silver at San Dimas is not within the Companys control. The provision is re-measured at the end of each
reporting period to reflect changes in estimates of future production at San Dimas based on budget and forecast information obtained from
Primero.
At December 31, 2012, the amount recognized as a liability for the Companys guarantee to Silver Wheaton was $7 million.

Due to the size, complexity and nature of the Companys operations, various legal and tax matters are outstanding from time to time. In the event
that managements estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its
consolidated financial statements on the date such changes occur.
In the fourth quarter of 2012, the Mexican government amended the Federal labour law regarding subcontracting arrangements to prevent using
service companies to evade labour and tax obligations. The Company currently operates in Mexico using these subcontracting arrangements as is
the common practice. The amendments also provided clarification on certain regulatory requirements associated with an employers obligation to
compensate employees with appropriate statutory profit sharing within Mexico. The Company has assessed the implications of these amendments
and has determined that it is probable that no additional obligation for statutory profit sharing payments is required to be recorded in the
Companys consolidated financial statements as at and for the year ended December 31, 2012, other than what is presently recorded.

GOLDCORP | 58
(g) Estimated reclamation and closure costs
(h) Guarantee of minimum cumulative silver ounces sold by Primero to Silver Wheaton
(i) Contingencies
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

CHANGES IN ACCOUNTING STANDARDS
Accounting standards effective January 1, 2013
In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements (IFRS 10), which supersedes SIC 12 Consolidation special
purpose entities and the requirements relating to consolidated financial statements in IAS 27 Consolidated and Separate Financial Statements .
Concurrent with the issuance of IFRS 10, the IASB issued IFRS 11 Joint Arrangements (IFRS 11) and IFRS 12 Disclosure of Interests in
Other Entities (IFRS 12) and reissued IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures.
These standards are effective for annual periods beginning on or after January 1, 2013, with earlier application permitted.
Consolidation
IFRS 10 establishes control as the basis for an investor to consolidate its investees and defines control as an investors power over an investee with
exposure, or rights, to variable returns from the investee and the ability to affect the investors returns through its power over the investee.
Joint arrangements
IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC 13 Jointly Controlled Entities Non-Monetary Contributions by Venturers.
Under IFRS 11, joint arrangements are classified as joint operations or joint ventures based on the rights and obligations of the parties to the joint
arrangements. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (joint operators) have
rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that
have joint control of the arrangement (joint venturers) have rights to the net assets of the arrangement. IFRS 11 requires that a joint operator
recognize its portion of assets, liabilities, revenues and expenses of a joint arrangement, while a joint venturer recognizes its investment in a joint
arrangement using the equity method.
Disclosure of interests in other entities
IFRS 12 combines and enhances the disclosure requirements for the Companys subsidiaries, joint arrangements, associates and unconsolidated
structured entities. The requirements of IFRS 12 include enhanced reporting of the nature of risks associated with the Companys interests in other
entities, and the effects of those interests on the Companys consolidated financial statements.
As a result of the application of these standards, the Companys 37.5% interest in Alumbrera, which is currently proportionately consolidated in
the Companys consolidated financial statements, will be required to be accounted for using the equity method and the Companys share of net
earnings and net assets will be separately disclosed in the Consolidated Statements of Earnings and Consolidated Balance Sheets, respectively.
There are no other significant impacts on the Companys consolidated financial statements.
For the year ended December 31, 2012, the net effect of accounting for Alumbrera using the equity method would be as follows:


GOLDCORP | 59
Post-adoption Effect on Consolidated
Statements of Earnings For the year ended December 31, 2012

As
presented
JV
adjusted
Post-
adoption
Revenues including share of JV revenues $ 5,435 $ - $ 5,435
Less: Share of joint venture revenues - (615) (615)
Revenues 5,435 (615) 4,820
Earnings from mine operations 2,423 (241) 2,182
Share of net earnings of equity accounted entities 47 163 210
Earnings before taxes 2,252 (71) 2,181
Net earnings $ 1,749 $ - $ 1,749
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

The effect of using the equity method to account for the Companys share of Alumbreras operating, financing and investing cash flows for the
year ended December 31, 2012 to the Companys operating cash flows would be as follows:

The impact of using the equity method as at December 31, 2012 on the Companys mining interests, including investments in equity accounted
entities, and to other assets and total liabilities on the Consolidated Balance Sheet would be as follows:

Fair value measurement
In May 2011, as a result of the convergence project undertaken by the IASB with the US Financial Accounting Standards Board to develop
common requirements for measuring fair value and for disclosing information about fair value measurements, the IASB issued IFRS 13 Fair
Value Measurement (IFRS 13). IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted.
IFRS 13 defines fair value and sets out a single framework for measuring fair value which is applicable to all IFRSs that require or permit fair
value measurements or disclosures about fair value measurements. IFRS 13 requires that when using a valuation technique to measure fair value,
the use of relevant observable inputs should be maximized while unobservable inputs should be minimized.
The application of IFRS 13 will not have a significant impact on the Companys consolidated financial statements.
Financial statement presentation
In June 2011, the IASB issued amendments to IAS 1 Presentation of Financial Statements (IAS 1) that require an entity to group items
presented in the statement of other comprehensive income on the basis of whether they may be reclassified to profit or loss subsequent to initial
recognition. For those items presented before tax, the amendments to IAS 1 also require that the tax related to the two separate groups be
presented separately. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with earlier application
permitted. The amendment will not have a significant impact on the Companys consolidated financial statements.

GOLDCORP | 60
Post-adoption Effect on Consolidated
Operating Cash Flows For the year ended December 31, 2012

As
presented
JV
adjusted
Post-
adoption
Net earnings $ 1,749 $ - $ 1,749
Share of net earnings of equity accounted entities (47) (163) (210)
Other 395 23 418
Net cash provided by operating activities $ 2,097 $ (140) $ 1,957
Post-adoption Effect on Consolidated
Balance Sheet At December 31, 2012

As
presented
JV
adjusted
Post-
adoption
Current assets $ 2,528 $ (333) $ 2,195
Mining interests Owned by subsidiaries 24,279 (377) 23,902
Mining interests Investments in equity accounted entities 2,088 569 2,657
Other non-current assets 2,317 (98) 2,219
Total assets $ 31,212 $ (239) $ 30,973
Total liabilities $ (8,283) $ 239 $ (8,044)
Net assets $ 22,929 $ - $ 22,929
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

Employee benefits
In June 2011, the IASB issued amendments to IAS 19 Employee Benefits (IAS 19) that introduced significant changes to the accounting for
defined benefit plans and other employee benefits. The amendments include elimination of the options to defer or recognize in full in profit or loss
actuarial gains and losses and instead mandates the immediate recognition of all actuarial gains and losses in other comprehensive income. The
amended IAS 19 also requires calculation of net interest on the net defined benefit liability or asset using the discount rate used to measure the
defined benefit obligation.
In addition, other changes incorporated into the amended standard include changes made to the date of recognition of liabilities for termination
benefits, and changes to the definitions of short-term employee benefits and other long-term employee benefits which may impact on the
classification of liabilities associated with those benefits.
The amendments to IAS 19 are effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. The
amendments to IAS 19 will not have a significant impact on the Companys consolidated financial statements.
Stripping costs in the production phase of a surface mine
In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (IFRIC 20). IFRIC 20 clarifies the
requirements for accounting for the costs of stripping activity in the production phase when two benefits accrue: (i) usable ore that can be used to
produce inventory; and (ii) improved access to further quantities of material that will be mined in future periods. IFRIC 20 is effective for annual
periods beginning on or after January 1, 2013, with earlier application permitted and includes guidance on transition for pre-existing stripping
assets.
The application of IFRIC 20 will not have a significant impact on the Companys consolidated financial statements.
Accounting standards effective January 1, 2015
Financial instruments
The IASB intends to replace IAS 39 Financial Instruments: Recognition and Measurement (IAS 39) in its entirety with IFRS 9 Financial
Instruments (IFRS 9) in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-
based and less complex than IAS 39. In November 2009 and October 2010, phase 1 of IFRS 9 was issued and amended, respectively, which
addressed the classification and measurement of financial assets and financial liabilities. IFRS 9 requires that all financial assets be classified as
subsequently measured at amortized cost or at fair value based on the Companys business model for managing financial assets and the
contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except
for financial liabilities classified as at FVTPL, financial guarantees and certain other exceptions. IFRS 9 is effective for annual periods beginning
on or after January 1, 2015.
The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

GOLDCORP | 61
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

OUTLOOK
For 2013, the Company expects to produce between 2.55 and 2.80 million ounces of gold at a total cash cost of $525 to $575 per ounce on a by-
product basis. On a co-product basis, the Company is forecasting total cash costs between $700 to $750 per ounce of gold. Cash costs are expected
to rise from 2012 levels primarily due to industry-wide cost inflation and the impacts of lower grades and by-product production at Peasquito in
2013. Assumptions used to forecast total cash costs for 2013 include by-product metal prices of $30.00 per ounce silver; $3.50 per pound copper;
$0.90 per pound zinc; $0.90 per pound lead; an oil price of $100.00 per barrel; and the Canadian dollar and Mexican peso at $1.00 and $12.75,
respectively, to the US dollar. All-in sustaining cash costs, on a by-product basis, are expected to be between $1,000 $1,100 per ounce as Pueblo
Viejo ramps up operations. Gold equivalent ounces production of 3.5-4.0 million ounces is also forecasted .
Capital expenditures for 2013 are forecast at approximately $2.8 billion of which approximately 60% is allocated to projects and 40% to
operations. Major project expenditures in 2013 include approximately $775 million at Cerro Negro, $650 million at lonore, $100 million at
Cochenour, and $50 million Camino Rojo. Exploration expenditures in 2013 are expected to amount to approximately $225 million, of which
approximately one third is expected to be expensed. Goldcorps primary focus will remain on the replacement of reserves mined and on extending
existing gold zones at all of its prospective mines and projects. Corporate administration expense, excluding stock based compensation, is forecast
at $180 million for 2013. Depreciation, depletion and amortization expense is expected to be approximately $335 per ounce of gold sold before
the impact of the 2012 year end reserves and resource calculations. The Company expects an overall effective tax rate of 29% for 2013.

CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Companys management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures. Based upon the results of that evaluation,
the Companys President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of the end
of the period covered by this report, the Companys disclosure controls and procedures were effective to provide reasonable assurance that the
information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate
time periods and is accumulated and communicated to management, including the President and Chief Executive Officer and Executive Vice
President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
The Companys management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the
President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the Companys internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with IFRS. The Companys internal control over financial reporting includes policies and
procedures that:


GOLDCORP | 62
(1) Gold equivalent ounces are calculated using the following assumptions: $1,600 per ounce for gold; by-product metal prices of $30.00 per ounce silver; $3.50 per pound copper; $0.90 per
pound zinc; and $0.90 per pound lead. By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price
and dividing it with the gold price.



pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the
Company;
(1)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)


The Companys management, with the participation of its President and Chief Executive Officer and its Executive Vice President and Chief
Financial Officer, assessed the effectiveness of the Companys internal control over financial reporting. In making this assessment, management
used the criteria set forth in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management and the President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer have concluded that, as of December 31, 2012, the Companys internal control over financial reporting was effective.
There has been no change in the Companys internal control over financial reporting during the Companys year ended December 31, 2012 that
has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Limitations of Controls and Procedures
The Companys management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer,
believes that any disclosure controls and procedures or internal control over financial reporting, 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, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company
have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud
may occur and not be detected.
Limitation on scope of design
The Companys management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief
Financial Officer, has limited the scope of the design of the Companys disclosure controls and procedures and internal control over financial
reporting to exclude controls, policies and procedures of Alumbrera, an entity in which the Company holds a 37.5% interest because the Company
does not have the ability to dictate or modify controls at this entity and the Company does not have the ability to assess, in practice, the controls at
the entity. Alumbrera constitutes 2.6% of total assets, 2.5% of net assets, 11.3% of revenues, 11.1% of earnings from operations and 9.3% of net
earnings of the Company, as of and for the year ended December 31, 2012, as disclosed in the Companys consolidated financial statements.

GOLDCORP | 63



provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
IFRS and that the Companys receipts and expenditures are made only in accordance with authorizations of management and the Companys
Directors; and



provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys
assets that could have a material effect on the Companys consolidated financial statements.
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

RESERVES AND RESOURCES
Complete reserve and resource information for all metals as of December 31, 2012, including tonnage, grade and accompanying metals price
assumptions can be found below and has been posted to www.goldcorp.com .

Complete reserve and resource estimates are as follows:


GOLDCORP | 64
Reserves
Contained Gold (Moz) Contained Silver (Moz)


Proven 23.9 599.2
Probable 43.0 561.2
Proven & Probable 67.1 1,160.4


Resources
Measured 4.2 64.2
Indicated 21.7 309.9
Measured & Indicated 25.9 374.0
Inferred 25.9 111.3
PROVEN AND PROBABLE RESERVES
AS OF DECEMBER 31, 2012

Based on attributable ounces
GOLD
Mt

Au g/t

Moz


Peasquito Mill Mexico 1,062.6 0.44 15.17
Pueblo Viejo (40.0%) Dominican Republic 109.94 2.83 10.01
Los Filos Mexico 296.71 0.78 7.43
El Morro (70.0%) Chile 449.51 0.47 6.73
Cerro Negro Argentina 18.91 9.43 5.74
Porcupine Canada 108.78 1.24 4.35
Marigold (66.7%) United States 196.43 0.52 3.28
Red Lake Canada 10.48 9.57 3.23
lonore Canada 12.48 7.56 3.03
Musselwhite Canada 11.23 6.34 2.29
Camino Rojo Mexico 66.76 0.76 1.63
Marlin Guatemala 7.44 4.18 1.00
Dee (40.0%) United States 20.42 1.44 0.95
Alumbrera (37.5%) Argentina 81.26 0.36 0.93
Wharf United States 22.12 0.82 0.58
Peasquito Heap Leach Mexico 119.75 0.13 0.52
El Sauzal Mexico 4.42 1.52 0.22
TOTAL GOLD 67.08
(1),(4),(5)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)


GOLDCORP | 65
SILVER
Mt

Ag g/t

Moz


Peasquito Mill Mexico 1,062.60 25.45 869.52
Pueblo Viejo (40.0%) Dominican Republic 109.94 17.69 62.53
Los Filos Mexico 296.71 5.51 52.54
Cerro Negro Argentina 18.91 81.20 49.36
Marlin Guatemala 7.44 188.56 45.08
Peasquito Heap Leach Mexico 119.75 10.98 42.28
Camino Rojo Mexico 66.76 14.94 32.07
Dee (40.0%) United States 20.42 7.07 4.64
Wharf United States 22.12 3.34 2.37
TOTAL SILVER 1,160.40
COPPER
Mt

% Cu

Mlbs


El Morro (70.0%) Chile 449.51 0.49 4,886
Alumbrera (37.5%) Argentina 81.26 0.36 640
Pueblo Viejo (40.0%) Dominican Republic 109.94 0.10 232
TOTAL COPPER 5,758
LEAD
Mt

% Pb

Mlbs


Peasquito Mill Mexico 1,062.60 0.25 5,814
TOTAL LEAD 5,814
ZINC
Mt

% Zn

Mlbs


Peasquito Mill Mexico 1,062.60 0.60 13,961
TOTAL ZINC 13,961
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)


GOLDCORP | 66
MEASURED AND INDICATED RESOURCES
AS OF DECEMBER 31, 2012

Based on attributable ounces
GOLD Mt Au g/t Moz
Porcupine Canada 169.22 1.18 6.43
Pueblo Viejo (40.0%) Dominican Republic 80.78 2.14 5.57
Peasquito Mill Mexico 576.98 0.18 3.41
Red Lake Canada 4.69 15.41 2.32
Los Filos Mexico 71.02 1.03 2.35
Cerro Blanco Guatemala 2.52 15.64 1.27
Noche Buena Mexico 71.75 0.42 0.96
Camino Rojo Mexico 23.14 0.76 0.57
Cerro Negro Argentina 5.12 3.12 0.51
Dee (40.0%) United States 9.90 1.53 0.49
lonore Canada 1.36 10.95 0.48
Marigold (66.7%) United States 30.39 0.42 0.42
El Morro (70.0%) Chile 23.20 0.40 0.30
San Nicolas (21.0%) Mexico 19.26 0.46 0.28
Wharf United States 8.60 0.87 0.24
Musselwhite Canada 0.46 5.63 0.08
El Sauzal Mexico 2.15 1.11 0.08
Peasquito Heap Leach Mexico 25.45 0.07 0.06
Marlin Guatemala 0.46 2.71 0.04
TOTAL GOLD 25.9
SILVER Mt Ag g/t Moz
Peasquito Mill Mexico 576.98 13.41 248.72
Camino Rojo Mexico 23.14 14.94 11.11
Noche Buena Mexico 71.75 14.06 32.44
Pueblo Viejo (40.0%) Dominican Republic 80.78 11.93 30.99
San Nicolas (21.0%) Mexico 19.26 26.70 16.53
Los Filos Mexico 71.02 7.00 15.97
Cerro Blanco Guatemala 2.52 72.00 5.83
Cerro Negro Argentina 5.12 22.95 3.78
Peasquito Heap Leach Mexico 25.45 4.31 3.52
Dee (40.0%) United States 9.90 7.42 2.36
Marlin Guatemala 0.46 102.36 1.50
Wharf United States 8.60 4.62 1.28
TOTAL SILVER 374.04
(1),(2),(3),(4),(6)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)


GOLDCORP | 67
COPPER Mt % Cu Mlbs
San Nicolas (21.0%) Mexico 19.26 1.24 527
El Morro (70.0%) Chile 23.20 0.52 264
Pueblo Viejo (40.0%) Dominican Republic 80.78 0.09 164
TOTAL COPPER 955
LEAD Mt % Pb Mlbs
Peasquito Mill Mexico 576.98 0.13 1,700
Camino Rojo Mexico 23.14 0.17 89
TOTAL LEAD 1,789
ZINC Mt % Zn Mlbs
Peasquito Mill Mexico 576.98 0.35 4,493
San Nicolas (21.0%) Mexico 19.26 1.68 713
Camino Rojo Mexico 23.14 0.37 189
TOTAL ZINC 5,395



INFERRED RESOURCES
AS OF DECEMBER 31, 2012

Based on attributable ounces
GOLD Mt Au g/t Moz
Los Filos Mexico 236.18 0.84 6.49
El Morro (70.0%) Chile 472.19 0.25 3.85
lonore Canada 12.25 10.60 4.17
Cochenour Canada 9.05 11.18 3.25
Red Lake Canada 3.19 16.11 1.65
Porcupine Canada 18.85 1.95 1.18
Musselwhite Canada 4.99 5.72 0.92
Peasquito Mill Mexico 126.63 0.20 0.83
Cerro Negro Argentina 5.32 4.81 0.82
Marigold (66.7%) United States 54.17 0.43 0.74
Cerro Blanco Guatemala 1.35 15.31 0.67
Pueblo Viejo (40.0%) Dominican Republic 6.57 2.18 0.46
Peasquito Heap Leach Mexico 50.66 0.17 0.28
Dee (40.0%) United States 17.01 0.51 0.28
Noche Buena Mexico 17.67 0.42 0.24
Marlin Guatemala 0.44 4.51 0.06
San Nicolas (21.0%) Mexico 2.28 0.26 0.02
Camino Rojo Mexico 0.64 0.27 0.01
El Sauzal Mexico 0.04 1.35 0.00
TOTAL GOLD 25.93
(1),(2),(3),(4),(6)
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

*Numbers may not add up due to rounding
Goldcorp December 31, 2012 Reserve and Resource Reporting Notes:


GOLDCORP | 68
SILVER Mt Ag g/t Moz
Los Filos Mexico 239.18 6.04 46.47
Peasquito Mill Mexico 126.63 9.13 37.17
Noche Buena Mexico 17.67 13.92 7.91
Cerro Negro Argentina 5.32 34.35 5.87
Pueblo Viejo (40.0%) Dominican Republic 6.57 14.32 3.02
Marlin Guatemala 0.44 210.78 3.01
Peasquito Heap Leach Mexico 50.66 1.61 2.62
Cerro Blanco Guatemala 1.35 59.60 2.59
Dee (40.0%) United States 17.01 2.38 1.30
San Nicolas (21.0%) Mexico 2.28 17.40 1.27
Camino Rojo Mexico 0.64 4.53 0.09
TOTAL SILVER 111.33
COPPER Mt % Cu Mlbs
El Morro (70.0%) Chile 472.19 0.35 3,689
San Nicolas (21.0%) Mexico 2.28 1.24 62
Pueblo Viejo (40.0%) Dominican Republic 6.57 0.07 11
TOTAL COPPER 3,762
LEAD Mt % Pb Mlbs
Peasquito Mill Mexico 126.63 0.14 382
Camino Rojo Mexico 0.64 0.08 1
TOTAL LEAD 384
ZINC Mt % Zn Mlbs
Peasquito Mill Mexico 126.63 0.26 736
San Nicolas (21.0%) Mexico 2.28 0.97 49
Camino Rojo Mexico 0.64 0.25 4
TOTAL ZINC 788

1 All Mineral Reserves and Mineral Resources have been calculated in accordance with the standards of the Canadian Institute of
Mining, Metallurgy and Petroleum and National Instrument 43-101, or the AusIMM JORC equivalent.
2 All Mineral Resources are reported exclusive of Mineral Reserves.
3 Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
4 Reserves and Resources are reported as of December 31, 2012, with the following conditions or exceptions:
(i) Reserves and Resources for Pueblo Viejo are as per information provided by Barrick Gold Corporation.
(ii) Reserves and Resources for Dee are as per information provided by Barrick Gold Corporation.
(iii) Resources for San Nicolas are as per information provided by Teck Resources Limited (2012 Study).

5 Mineral Reserves are estimated using appropriate recovery rates and US$ commodity prices of $1,350 per ounce of gold, $24 per
ounce of silver, $3.00 per pound of copper, $0.80 per pound of lead, and $0.85 per pound of zinc, unless otherwise noted below:
(i) Alumbrera $1,400/oz gold and $3.20/lb copper
(ii) Pueblo Viejo, Dee $1,500/oz gold, $28/oz silver, $3.00/lb copper
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)


Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources:
These tables use the terms Measured, Indicated and Inferred Resources. United States investors are advised that while such terms are
recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. Inferred
Mineral Resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed
that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred
Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or
any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not
to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.
Scientific and technical information contained in this MD&A was reviewed and approved by Maryse Belanger, P.Geo., Senior Vice-President,
Technical Services for Goldcorp, and a qualified person as defined by National Instrument 43-101 Standards of Disclosure for Mineral
Projects (NI 43-101).
Information on data verification performed on the mineral properties mentioned in this MD&A that are considered to be material mineral
properties to the Company are contained in the current NI 43-101 technical reports listed below.

The Company will be filing a technical report in respect of its Los Filos mine within 45 days of the date of this MD&A. Information on mineral
resource and mineral reserve effective dates, and key assumptions, parameters and methods used to estimate the mineral resources and mineral
reserves with respect to the Companys material mineral properties contained in this MD&A are included in the above technical reports, except as
otherwise noted in this MD&A.

GOLDCORP | 69

6 Mineral Resources are estimated using US$ commodity prices of $1,500 per ounce of gold, $27 per ounce of silver, $3.50 per pound
of copper, $0.95 per pound of lead, and $0.95 per pound of zinc, unless otherwise noted below;
(i) Pueblo Viejo, Dee $1,650/oz gold, $30/oz silver, $3.50/lb copper
(ii) San Nicolas $1,000/oz gold, $16.00/oz silver, $2.70/lb copper, $1.00/lb zinc
1 Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report dated March 14, 2011, as amended March 30, 2011.
2 Goldcorp Inc., Peasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report dated March 21, 2011.
3 Pueblo Viejo Gold Project, Dominican Republic Technical Report dated March 29, 2011.

4 Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report on Updated Feasibility Study dated April 5,
2011.
5 lonore Gold Project, Quebec, Canada NI 43-101 Technical Report dated January 26, 2011.
Annual Report 2012
(in United States dollars, tabular amounts in millions, except where noted)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Goldcorp. Forward-
looking statements include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation
of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of
production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines,
hedging practices, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations,
environmental risks, unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims and
limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such
as plans, expects, is expected, budget, scheduled, estimates, forecasts, intends, anticipates, believes or variations of
such words and phrases or statements that certain actions, events or results may, could, would, might or will be taken, occur or
be achieved or the negative connotation thereof.
Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results,
performances or achievements of Goldcorp to be materially different from future results, performances or achievements expressed or implied by
such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the
environment in which Goldcorp will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain
important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements
include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources and
metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory
restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of
gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements
and defective title to mineral claims or property. Although Goldcorp has attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or
results not to be as anticipated, estimated or intended.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results,
level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking
statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations, including
economical and political instability in foreign jurisdictions in which Goldcorp operates; risks related to current global financial conditions; risks
related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold, silver, copper, lead
and zinc; possible variations in ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour disputes and other
risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction
activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled Description
of the Business Risk Factors in Goldcorps Annual Information Form for the year ended December 31, 2011 available at www.sedar.com and
to the Companys Annual Information Form for the year ended December 31, 2012 to be filed on SEDAR. Although Goldcorp has attempted to
identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be
other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof and accordingly are subject to
change after such date. Except as otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or
other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be
announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about
managements current expectations and plans and allowing investors and others to get a better understanding of our operating environment.
Goldcorp does not undertake to update any forward-looking statements that are included in this document, except in accordance with applicable
securities laws.
CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES
Readers should refer to the Annual Information Form of Goldcorp for the year ended December 31, 2011 available at www.sedar.com, and to the
Companys Annual Information Form for the year ended December 31, 2012 to be filed on SEDAR for complete information on mineral reserves
and resources, which is subject to the qualifications and notes set forth therein.

GOLDCORP | 70
Exhibit 99.3
M ANAGEMENT S R ESPONSIBILITY FOR F INANCIAL R EPORTING
The accompanying consolidated financial statements have been prepared by management and are in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board. Other information contained in this document has also been
prepared by management and is consistent with the data contained in the consolidated financial statements. A system of internal control has been
developed and is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and
reliable.
The Board of Directors approves the consolidated financial statements and ensures that management discharges its financial reporting
responsibilities. The Boards review is accomplished principally through the Audit Committee, which is composed of non-executive directors. The
Audit Committee meets periodically with management and the auditors to review financial reporting and control matters.

Vancouver, Canada
February 14, 2013

GOLDCORP | 1

Charles Jeannes Lindsay Hall
President and Chief Executive Officer Executive Vice President and Chief Financial Officer
R EPORT OF I NDEPENDENT R EGISTERED C HARTERED A CCOUNTANTS
To the Board of Directors and Shareholders of Goldcorp Inc.
We have audited the accompanying consolidated financial statements of Goldcorp Inc. and subsidiaries (the Company), which comprise the
consolidated balance sheets as at December 31, 2012 and December 31, 2011, and the consolidated statements of earnings, comprehensive
income, cash flows, and changes in equity for the years ended December 31, 2012 and December 31, 2011, and a summary of significant
accounting policies and other explanatory information.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance
with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The
procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Goldcorp Inc. and subsidiaries
as at December 31, 2012 and December 31, 2011 and their financial performance and cash flows for the years ended December 31, 2012 and
December 31, 2011 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Other Matter
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Companys
internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2013 expressed an
unqualified opinion on the Companys internal control over financial reporting.


Independent Registered Chartered Accountants
February 14, 2013
Vancouver, Canada

GOLDCORP | 2
M ANAGEMENT S R EPORT ON I NTERNAL C ONTROL OVER F INANCIAL R EPORTING
Management of Goldcorp Inc. (Goldcorp or the Company) is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is a process designed by, or caused to be designed under the supervision of, the
President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer and effected by the Board of Directors,
management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board. It includes those policies and procedures that:

We have excluded from our assessment the internal control over financial reporting at Minera Alumbrera Ltd. (Alumbrera) in which we hold a
37.5% interest because we do not have the ability to dictate or modify controls at this entity and we do not have the ability to assess, in practice,
the controls at the entity. Alumbrera constitutes 2.6% of total assets, 2.5% of net assets, 11.3% of revenues, 11.1% of earnings from operations
and associates and 9.3% of net earnings of Goldcorp, as of and for the year ended December 31, 2012, as disclosed in the Companys consolidated
financial statements.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also,
projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of Goldcorps internal control over financial reporting as of December 31, 2012, based on the criteria set
forth in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
this assessment, management concludes that, as of December 31, 2012, Goldcorps internal control over financial reporting was effective.
The effectiveness of Goldcorps internal control over financial reporting, as of December 31, 2012, has been audited by Deloitte LLP,
Independent Registered Chartered Accountants, who also audited the Companys consolidated financial statements as of and for the year ended
December 31, 2012, as stated in their report which appears on the following page.

Vancouver, Canada
February 14, 2013

GOLDCORP | 3

i. pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets
of Goldcorp;

ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that
Goldcorp receipts and expenditures are made only in accordance with authorizations of management and Goldcorps directors; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Goldcorp
assets that could have a material effect on Goldcorps consolidated financial statements.

Charles Jeannes Lindsay Hall
President and Chief Executive Officer Executive Vice President and Chief Financial Officer
R EPORT OF I NDEPENDENT R EGISTERED C HARTERED A CCOUNTANTS
To the Board of Directors and Shareholders of Goldcorp Inc.
We have audited the internal control over financial reporting of Goldcorp Inc. and subsidiaries (the Company) as of December 31, 2012, based
on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. As described in Managements Report on Internal Control over Financial Reporting, management excluded from its assessment the
internal control over financial reporting at Minera Alumbrera Limited (Alumbrera), in which the Company holds a 37.5% interest and
proportionately consolidates in the accompanying consolidated financial statements, because the Company does not have the ability to dictate or
modify controls at this entity and does not have the ability to assess, in practice, the controls at the entity. Alumbrera constitutes 2.6% of total
assets, 2.5% of net assets, 11.3% of revenues, 11.1% of earnings from operations and associates and 9.3% of net earnings of the consolidated
financial statements as of and for the year ended December 31, 2012. Accordingly, our audit did not include the internal control over financial
reporting at Alumbrera. The Companys management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on
our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and
principal financial officers, or persons performing similar functions, and effected by the companys board of directors, management, and other
personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012,
based on the criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements as at and for the year ended December 31, 2012 of the Company and our
report dated February 14, 2013 expressed an unqualified opinion on those financial statements.


Independent Registered Chartered Accountants
February 14, 2013
Vancouver, Canada

GOLDCORP | 4
C ONSOLIDATED S TATEMENTS OF E ARNINGS
Y EARS E NDED D ECEMBER 31
(In millions of United States dollars, except for per share amounts)


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

GOLDCORP | 5
Note 2012 2011
Revenues 16 $ 5,435 $ 5,362
Mine operating costs
Production costs 8 (2,337) (2,042)
Depreciation and depletion 13(e) & 16 (675) (694)

(3,012) (2,736)
Earnings from mine operations 2,423 2,626
Exploration and evaluation costs 13(b) (55) (61)
Share of net earnings (losses) of associates 14 47 (98)
Corporate administration 8(i), 25(c) & (d) (245) (229)
Earnings from operations and associates 16 2,170 2,238
Gains on disposition of securities, net 23(b)(ii) 4 319
Impairment of available-for-sale securities 23(b)(i) (71) (87)
Gains on derivatives, net 23(a) 155 82
Gains on dispositions of mining interests, net 13(d) 12 -
Finance costs 9 (30) (23)
Other income 12 38
Earnings before taxes 2,252 2,567
Income taxes 22 (503) (686)
Net earnings attributable to shareholders of Goldorp Inc. $ 1,749 $ 1,881
Net earnings per share 26
Basic $ 2.16 $ 2.34
Diluted 1.95 2.18
C ONSOLIDATED S TATEMENTS OF C OMPREHENSIVE I NCOME
Y EARS E NDED D ECEMBER 31
(In millions of United States dollars)


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

GOLDCORP | 6
Note

2012 2011
Net earnings $ 1,749 $ 1,881
Other comprehensive income (loss), net of tax 23(b)
Mark-to-market losses on available-for-sale securities (52) (199)
Reclassification adjustment for impairment losses included in net earnings 63 76
Reclassification adjustment for realized gain on disposition of
available-for-sale securities recognized in net earnings (3) (294)

8 (417)
Total comprehensive income attributable to shareholders of
Goldcorp Inc. $ 1,757 $ 1,464
C ONSOLIDATED S TATEMENTS OF C ASH F LOWS
Y EARS E NDED D ECEMBER 31
(In millions of United States dollars)

Supplemental cash flow information (note 27)
The accompanying notes form an integral part of these consolidated financial statements.

GOLDCORP | 7
Note 2012 2011
Operating Activities
Net earnings $ 1,749 $ 1,881
Adjustments for:
Reclamation expenditures 21 (21) (23)
Gains on disposition of securities, net 23(b)(ii) (4) (319)
Gains on dispositions of mining interests, net 13(d) (12) -
Items not affecting cash:
Depreciation and depletion 13(e) & 16 675 694
Share of net (earnings) losses of associates 14 (47) 98
Share-based compensation expense 25(c) & (d) 82 100
Impairment of available-for-sale securities 23(b)(i) 71 87
Realized gain on share purchase warrants, net 23(a)(ii) - (33)
Unrealized gains on derivatives, net 23(a) (155) (61)
Revisions in estimates and accretion of reclamation and closure cost obligations 21 99 35
Deferred income tax (recovery) expense 22 (32) 213
Other 3 20
Change in working capital 27 (311) (326)
Net cash provided by operating activities 2,097 2,366
Investing Activities
Expenditures on mining interests 16(g) (2,333) (1,677)
Deposits on mining interests expenditures (275) (101)
Interest paid 13(a), 16(g) & 20 (17) (17)
Return of capital investment in Pueblo Viejo 13(f) - 64
Proceeds from dispositions of mining interests, net 13(d) 43 -
Purchases of securities and other investments (19) (507)
Proceeds from sales of securities and other investments, net 23(b)(ii) & 27 289 735
Other 16 (5)
Net cash used in investing activities of continuing operations (2,296) (1,508)
Net cash provided by (used in) investing activities of discontinued operations 11 & 27 10 (58)
Financing Activities
Common shares issued, net of issue costs 23(a)(ii) & 25(a) 44 477
Dividends paid to shareholders 26 (438) (330)
Net cash (used in) provided by financing activities (394) 147
Effect of exchange rate changes on cash and cash equivalents (1) (1)
(Decrease) increase in cash and cash equivalents (584) 946
Cash and cash equivalents, beginning of year 1,502 556
Cash and cash equivalents, end of year 27 $ 918 $ 1,502
C ONSOLIDATED B ALANCE S HEETS
(In millions of United States dollars)

Commitments and contingencies (notes 13(l), 23(d)(ii), 29 & 30); Subsequent events (note 31) .
Approved by the Board of Directors and authorized for issue on February 14, 2013.

Note


At December 31
2012
At December 31
2011
Assets
Current assets
Cash and cash equivalents 27 $ 918 $ 1,502
Accounts receivable 23(a) 713 473
Inventories and stockpiled ore 10 722 574
Notes receivable 11 5 40
Other 12 170 361

2,528 2,950
Mining interests
Owned by subsidiaries 13 24,279 22,673
Investments in associates 13 & 14 2,088 1,536

13 26,367 24,209
Goodwill 17 1,737 1,737
Investments in securities 18 162 207
Note receivable 11 37 42
Deposits on mining interests expenditures 95 73
Other 19 286 156
Total assets 16 $ 31,212 $ 29,374
Liabilities
Current liabilities
Accounts payable and accrued liabilities $ 886 $ 619
Income taxes payable 151 48
Derivative liabilities 23(a) 68 65
Other 70 39
1,175 771
Deferred income taxes 22 5,542 5,560
Long-term debt 20 783 737
Derivative liabilities 23(a) 79 237
Provisions 21 518 375
Income taxes payable 62 113
Other 124 96
Total liabilities 16 8,283 7,889
Equity
Shareholders equity
Common shares, stock options and restricted share units 17,117 16,992
Investment revaluation reserve 51 43
Retained earnings 5,548 4,237
22,716 21,272
Non-controlling interests 213 213
Total equity 22,929 21,485
Total liabilities and equity $ 31,212 $ 29,374

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

GOLDCORP | 8
Charles Jeannes, Director Ian Telfer, Director
C ONSOLIDATED S TATEMENTS OF C HANGES IN E QUITY
(In millions of United States dollars, shares in thousands)

Common Shares
Stock
options and

restricted
share units

Attributable to

shareholders
of Goldcorp
Inc.

Non-
controlling

interests

Total
Shares
issued, fully

paid with no

par value Amount
Investment

revaluation

reserve
Retained

earnings

At
January 1, 2012 809,941 $ 16,793 $ 199 $ 43 $ 4,237 $ 21,272 $ 213 $ 21,485
Total
comprehensive
income
Net earnings - - - - 1,749 1,749 - 1,749
Other
comprehensive
income - - - 8 - 8 - 8

- - - 8 1,749 1,757 - 1,757
Stock options
exercised and
restricted share
units issued and
vested (notes 25
(a) & (b)) 1,578 72 (28) - - 44 - 44
Share-based
compensation
expense (note 25
(c)) - - 81 - - 81 - 81
Dividends (note
26) - - - - (438) (438) - (438)
At December 31,
2012 811,519 $ 16,865 $ 252 $ 51 $ 5,548 $ 22,716 $ 213 $ 22,929
Common Shares
Stock
options and
restricted
share units

Attributable to
shareholders
of Goldcorp
Inc.

Non-
controlling
interests

Total
Shares
issued, fully
paid with no

par value Amount
Investment
revaluation
reserve
Retained
earnings

At January 1, 2011 798,374 $ 16,258 $ 149 $ 460 $ 2,686 $ 19,553 $ 213 $ 19,766
Total
comprehensive
income
Net earnings - - - - 1,881 1,881 - 1,881
Other
comprehensive
loss - - - (417) - (417) - (417)

- - - (417) 1,881 1,464 - 1,464
Shares issued in
connection with
the exercise of
share purchase
warrants (note 23
(a)(ii)) 7,849 372 - - - 372 - 372
Stock options
exercised and
restricted share
units issued and
The accompanying notes form an integral part of these consolidated financial statements.

GOLDCORP | 9
vested (notes 25
(a) & (b)) 3,718 163 (43) - - 120 - 120
Share-based
compensation
expense (note 25
(c)) - - 93 - - 93 - 93
Dividends (note
26) - - - - (330) (330) - (330)
At
December 31, 2011 809,941 $ 16,793 $ 199 $ 43 $ 4,237 $ 21,272 $ 213 $ 21,485
(In millions of United States dollars, except where noted)

N OTES TO THE C ONSOLIDATED F INANCIAL S TATEMENTS
F OR T HE Y EARS E NDED D ECEMBER 31, 2012 AND 2011

Goldcorp Inc. is the ultimate parent company of its consolidated group (Goldcorp or the Company). The Company is incorporated and
domiciled in Canada, and its registered office is at Suite 3400 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.
The Company is a gold producer engaged in the operation, exploration, development and acquisition of precious metal properties in Canada,
the United States, Mexico, and Central and South America. The Companys current sources of operating cash flows are primarily from the
sale of gold, silver, copper, lead and zinc.
At December 31, 2012, the Companys principal producing mining properties were comprised of the Red Lake, Porcupine and Musselwhite
gold mines in Canada; the Peasquito gold/silver/lead/zinc mine, and Los Filos and El Sauzal gold mines in Mexico; the Marlin gold/silver
mine in Guatemala; the Alumbrera gold/copper mine (37.5% interest) in Argentina; and the Marigold (66.7% interest) and Wharf gold
mines in the United States.
The Companys significant development projects at December 31, 2012 were comprised of the Cerro Negro gold project in Argentina; the
lonore and Cochenour gold projects in Canada; the Pueblo Viejo gold project (40% interest) in the Dominican Republic (note 30(b)) ,
which achieved commercial production in January 2013 (note 31(a)) ; the El Morro gold/copper project (70% interest) in Chile (note 30
(a)) ; the Noche Buena and Camino Rojo gold/silver projects in Mexico and the Cerro Blanco gold/silver project in Guatemala. The
Company also owns a 32.1% equity interest in Primero Mining Corp. (Primero), a publicly traded company engaged in the production of
precious metals with operations (primarily the San Dimas gold/silver mine (San Dimas)) in Mexico, and a 39.9% equity interest in Tahoe
Resources Inc. (Tahoe), a publicly traded company focused on the exploration and development of resource properties, with a principal
objective to develop the Escobal silver project in Guatemala (Escobal).

Statement of Compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB), effective as of December 31, 2012. IFRS comprises IFRSs, International
Accounting Standards (IASs), and interpretations issued by the IFRS Interpretations Committee (IFRICs) and the former Standing
Interpretations Committee (SICs). The Companys significant accounting policies are described in note 3.

The significant accounting policies used in the preparation of these consolidated financial statements are as follows:

These consolidated financial statements have been prepared on a historical cost basis, except for derivative assets and liabilities, and
other financial assets classified as at fair value through profit or loss, or available-for-sale which are measured at fair value.
Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow
information.

GOLDCORP | 10
1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
2. BASIS OF PREPARATION
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of measurement
(In millions of United States dollars, except where noted)

All amounts are expressed in millions of United States (US) dollars, unless otherwise stated. References to C$ are to Canadian
dollars.

These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by
the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain
benefits from the entitys activities. Subsidiaries are included in the consolidated financial results of the Company from the effective
date of acquisition up to the effective date of disposition or loss of control. The principal subsidiaries (mine sites and operating
segments) of Goldcorp and their geographic locations at December 31, 2012 were as follows:

Where necessary, adjustments have been made to the financial statements of the Companys subsidiaries, associates and joint ventures
to conform the significant accounting policies used in their preparation to those used by the Company.

GOLDCORP | 11
(b) Currency of presentation
(c) Basis of consolidation
Direct parent company (mine site and operating segment)
(note 16) Location
Ownership
interest
Mining properties and
development projects owned
(note 13)
Red Lake Gold Mines Ontario Partnership (Red Lake)

Canada

100%

Red Lake and Campbell
Complexes, and Cochenour project
Goldcorp Canada Ltd./Goldcorp Inc. (Porcupine) Canada 100% Porcupine mines
Goldcorp Canada Ltd./Goldcorp Inc. (Musselwhite) Canada 100% Musselwhite mine
Les Mines Opinaca Lte (lonore) Canada 100% lonore project
Minera Peasquito S.A. de C.V. and Camino Rojo S.A. de C.V.
(Peasquito)
Mexico

100%

Peasquito mine, and Camino Rojo
and Noche Buena projects
Desarrollos Mineros San Luis S.A. de C.V. (Los Filos) Mexico 100% Los Filos mines
Minas de la Alta Pimeria S.A. de C.V. (El Sauzal) Mexico 100% El Sauzal mine
Montana Exploradora de Guatemala S.A. (Marlin) Guatemala 100% Marlin mine
Entre Mares de Guatemala S.A. (Cerro Blanco) Guatemala 100% Cerro Blanco project
Oroplata S.A. (Cerro Negro) Argentina 100% Cerro Negro project
Wharf Resources (USA) Inc. (Wharf) United States 100% Wharf mine
Sociedad Contractual Minera El Morro (El Morro) Chile 70% El Morro project

Intercompany transactions and balances between the Company and its subsidiaries are eliminated.

These consolidated financial statements also include the following significant investments in associates (note 3(e)) that are accounted
for using the equity method and investments in a jointly controlled entity and jointly controlled assets (note 3(d)) that are
proportionately consolidated:

Location
Ownership
interest
Mining properties and
development projects owned
(note 13)
Associates (note 14)
Pueblo Viejo Dominicana Corporation (Pueblo Viejo)

Dominican
Republic
40%

Pueblo Viejo project
Primero Mining Corp. Mexico 32.1% San Dimas mine
Tahoe Resources Inc. Guatemala 39.9% Escobal
Jointly controlled entity (note 15)
Minera Alumbrera Limited (Alumbrera) Argentina 37.5% Alumbrera mine
Jointly controlled assets
Marigold Mining Company (Marigold) United States 66.7% Marigold mine

(In millions of United States dollars, except where noted)

A special purpose entity (SPE), as defined by SIC 12 Consolidation Special Purpose Entities (SIC 12), is consolidated by the
Company when the Company controls the SPE. The Company has determined that none of the entities in which it has interests meet the
definition of a SPE.

The Company conducts a portion of its business through joint ventures whereby the joint venture participants are bound by contractual
agreements establishing joint control. Joint control exists when unanimous consent of the joint venture participants is required regarding
strategic, financial and operating policies of the joint venture.
The Company has interests in two types of joint ventures:
Jointly controlled entity
A jointly controlled entity is a corporation, partnership or other entity in which each joint venture participant holds an interest. A jointly
controlled entity controls the assets of the joint venture, earns its own income, and incurs its own liabilities and expenses. The Company
has chosen to account for interests in jointly controlled entities using the proportionate consolidation method, whereby the Companys
proportionate interest in the assets, liabilities, revenues and expenses are recognized within each applicable line item of the consolidated
financial statements. The Companys share of results in jointly controlled entities has been and will be recognized in the Companys
consolidated financial statements from the date the Company obtained joint control to the date at which it loses joint control.
Intercompany transactions between the Company and jointly controlled entities are eliminated to the extent of the Companys interest.
Jointly controlled assets
Jointly controlled assets do not give rise to the establishment of a separate jointly controlled entity but are jointly owned and dedicated
to the purposes of the joint venture. With respect to its interest in jointly controlled assets, the Company records its proportionate share
of jointly controlled assets, liabilities it has incurred with the other joint venture participant, revenues generated by the jointly controlled
assets and expenses incurred by the joint venture. The Companys share of results in the jointly controlled assets has been and will be
recognized in the Companys consolidated financial statements from the date the Company obtained joint control to the date at which it
loses joint control.
Intercompany transactions between the Company and jointly controlled assets are eliminated to the extent of the Companys interest.

The Company conducts a portion of its business through equity interests in associates. An associate is an entity over which the
Company has significant influence, and is neither a subsidiary nor a joint venture. The Company has significant influence when it has
the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over
those policy decisions.
The Company accounts for its investments in associates using the equity method. Under the equity method, the Companys investment
in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Companys share of earnings and
losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, and for impairment losses after the
initial recognition date. The Companys share of an associates losses that are in excess of its investment in the associate are recognized
only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. The
Companys share of earnings and losses of associates are recognized in net earnings during the period. Distributions received from an
associate are accounted for as a reduction in the carrying amount of the Companys investment. The Companys investments in
associates are included in mining interests on the Consolidated Balance Sheets.

GOLDCORP | 12
(d) Interests in joint ventures
(e) Investments in associates
(In millions of United States dollars, except where noted)

Intercompany transactions between the Company and its associates are recognized only to the extent of unrelated investors interests in
the associates. Intercompany balances between the Company and its associates are not eliminated.
At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in an associate is
impaired. Objective evidence includes observable data indicating that there is a measurable decrease in the estimated future cash flows
of the associates operations. When there is objective evidence that an investment in associate is impaired, the carrying amount of such
investment is compared to its recoverable amount, being the higher of its fair value less costs to sell and value-in-use. If the recoverable
amount of an investment in associate is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an
impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period of impairment. When an
impairment loss reverses in a subsequent period, the carrying amount of the investment in associate is increased to the revised estimate
of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been
determined had an impairment loss not been previously recognized. A reversal of an impairment loss is recognized in net earnings in the
period in which the reversal occurs.

A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business is an integrated set of
activities and assets that is capable of being conducted and managed for the purpose of providing a return to the Company and its
shareholders in the form of dividends, lower costs or other economic benefits. A business consists of inputs, including non-current
assets, and processes, including operational processes, that when applied to those inputs have the ability to create outputs that provide a
return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the
inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs.
When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs, the Company
considers other factors to determine whether the set of activities or assets is a business. Those factors include, but are not limited to,
whether the set of activities or assets:




Not all of the above factors need to be present for a particular integrated set of activities or assets in the exploration and development
stage to qualify as a business.
Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed,
including contingent liabilities, are recorded at 100% of their fair values at acquisition date. The acquisition date is the date at which the
Company obtains control over the acquiree, which is generally the date that consideration is transferred and the Company acquires the
assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the
acquisition date.
The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the fair values of the
assets at the acquisition date transferred by the Company, the liabilities, including contingent consideration, incurred and payable by the
Company to former owners of the acquiree and the equity interests issued by the Company. The measurement date for equity interests
issued by the Company is the acquisition date. Acquisition-related costs, other than costs to issue debt or equity securities, of the
acquirer, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees are
expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share
capital as share issue costs.

GOLDCORP | 13
(f) Business combinations
(i) Has begun planned principal activities;
(ii) Has employees, intellectual property and other inputs and processes that could be applied to those inputs;
(iii) Is pursuing a plan to produce outputs; and
(iv) Will be able to obtain access to customers that will purchase the outputs.
(In millions of United States dollars, except where noted)

It generally requires time to obtain the information necessary to identify and measure the following as of the acquisition date:




If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. During the
measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new
information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the
measurement of the amounts recognized as of that date. During the measurement period, the Company will also recognize additional assets or
liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have
resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the Company receives the
information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not
obtainable and shall not exceed one year from the acquisition date.
Non-controlling interests are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition.
The excess of: (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-
controlling interests in the acquiree, over the fair value of net assets acquired, is recorded as goodwill.

A discontinued operation is a component of the Company that either has been disposed of, or is classified as held for sale, and: (i) represents a
separate major line of business or geographical area of operations; (ii) is part of a single coordinated plan to dispose of a separate major line
of business or geographical area of operations; or (iii) is a subsidiary acquired exclusively with a view to resell.
A component of the Company comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting
purposes, from the rest of the Company.

A non-current asset or disposal group of assets and liabilities (disposal group) is classified as held for sale when it meets the following
criteria:







GOLDCORP | 14
(i) The identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree;
(ii) The consideration transferred in exchange for an interest in the acquiree;
(iii) In a business combination achieved in stages, the equity interest in the acquiree previously held by the acquirer; and
(iv) The resulting goodwill or gain on a bargain purchase.
(g) Discontinued operations
(h) Assets and liabilities held for sale

(i) The non-current asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and
customary for sales of such assets or disposal groups; and
(ii) The sale of the non-current asset or disposal group is highly probable. For the sale to be highly probable:
a. The appropriate level of management must be committed to a plan to sell the asset (or disposal group);
b. An active program to locate a buyer and complete the plan must have been initiated;

c. The non-current asset or disposal group must be actively marketed for sale at a price that is reasonable in relation to its current fair
value;

d. The sale should be expected to qualify for recognition as a completed sale within one year from the date of classification as held
for sale (with certain exceptions); and
(In millions of United States dollars, except where noted)


The functional and presentation currency of the Company and each of its subsidiaries, associates and joint ventures is the US dollar.
Accordingly, the foreign currency transactions and balances of the Companys subsidiaries, associates and joint ventures are translated as
follows: (i) monetary assets and liabilities denominated in currencies other than the US dollar (foreign currencies) are translated into US
dollars at the exchange rates prevailing at the balance sheet date; (ii) non-monetary assets denominated in foreign currencies and measured at
other than fair value are translated using the rates of exchange at the transaction dates; (iii) non-monetary assets denominated in foreign
currencies that are measured at fair value are translated using the rates of exchange at the dates those fair values are determined; and
(iv) income statement items denominated in foreign currencies are translated using the average monthly exchange rates.
Foreign exchange gains and losses are recognized in net earnings and presented in the Consolidated Statements of Earnings in accordance
with the nature of the transactions to which the foreign currency gains and losses relate. Unrealized foreign exchange gains and losses on cash
and cash equivalent balances denominated in foreign currencies are disclosed separately in the Consolidated Statements of Cash Flows.

Revenue from the sale of metals is recognized when the significant risks and rewards of ownership have passed to the buyer; it is probable
that economic benefits associated with the transaction will flow to the Company; the sale price can be measured reliably; the Company has no
significant continuing involvement; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. In
circumstances where title is retained to protect the financial security interests of the Company, revenue is recognized when the significant
risks and rewards of ownership have passed to the buyer.
Revenues from metal concentrate sales are subject to adjustment upon final settlement of metal prices, weights, and assays as of a date that is
typically a few months after the shipment date. The Company records adjustments to revenues monthly based on quoted forward prices for
the expected settlement period. Adjustments for weights and assays are recorded when results are determinable or on final
settlement. Accounts receivable for metal concentrate sales are therefore measured at fair value. Refining and treatment charges are netted
against revenues from metal concentrate sales.

Earnings per share calculations are based on the weighted average number of common shares outstanding during the period. For purposes of
calculating diluted earnings per share, proceeds from the potential exercise of dilutive stock options, restricted share units and share purchase
warrants with exercise prices that are below the average market price of the underlying shares are assumed to be used in purchasing the
Companys common shares at their average market price for the period. In addition, the effect of the Companys dilutive share purchase
warrants includes adjusting the numerator for mark-to-market gains and losses recognized in net earnings during the period for changes in the
fair value of the dilutive share purchase warrants. The dilutive effect of the Companys convertible senior notes is determined by adjusting the
numerator for interest expensed during the period, net of tax, and for mark-to-market gains and losses recognized in net earnings during the
period for changes in the fair value of the conversion feature of the outstanding notes, and the denominator for the additional weighted
average number of common shares on an if converted basis as at the beginning of the period.

Cash and cash equivalents include cash and short-term money market instruments that are readily convertible to cash with original terms of
three months or less.

GOLDCORP | 15

e. Actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the
plan will be withdrawn.
(i) Foreign currency translation
(j) Revenue recognition
(k) Earnings per share
(l) Cash and cash equivalents
(In millions of United States dollars, except where noted)

Finished goods, work-in-process, heap leach ore and stockpiled ore are measured at the lower of average cost and net realizable value. Net
realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future
costs to convert the inventories into saleable form and estimated costs to sell.
Ore extracted from the mines is stockpiled and subsequently processed into finished goods (gold and by-products in dor or concentrate
form). Costs are included in work-in-process inventory based on current costs incurred up to the point prior to the refining process, including
applicable depreciation and depletion of mining interests, and removed at the average cost per recoverable ounce of gold. The average costs of
finished goods represent the average costs of work-in-process inventories incurred prior to the refining process, plus applicable refining costs.
The recovery of gold and by-products from certain oxide ore is achieved through a heap leaching process at the Peasquito, Los Filos,
Marigold and Wharf mines. Under this method, ore is stacked on leach pads and treated with a chemical solution that dissolves the gold
contained within the ore. The resulting pregnant solution is further processed in a plant where the gold is recovered. Costs are included in
heap leach ore inventory based on current mining and leaching costs, including applicable depreciation and depletion of mining interests and
refining costs, and removed from heap leach ore inventory as ounces of gold are recovered at the average cost per recoverable ounce of gold
on the leach pads. Estimates of recoverable gold on the leach pads are calculated based on the quantities of ore placed on the leach pads
(measured tonnes added to the leach pads), the grade of ore placed on the leach pads (based on assay data), and a recovery percentage (based
on ore type).
Supplies are measured at average cost. In the event that the net realizable value of the finished product, the production of which the supplies
are held for use in, is lower than the expected cost of the finished product, the supplies are written down to net realizable value. Replacement
costs of supplies are generally used as the best estimate of net realizable value.
The costs of inventories sold during the period are presented as mine operating costs in the Consolidated Statements of Earnings.

Mining interests include mining properties and related plant and equipment.
Mining properties
Mining properties are comprised of reserves, resources and exploration potential. The value associated with resources and exploration
potential is the value beyond proven and probable reserves.
Resources represent the property interests that are believed to potentially contain economic mineralized material such as inferred material
within pits; measured, indicated and inferred resources with insufficient drill spacing to qualify as proven and probable reserves; and inferred
resources in close proximity to proven and probable reserves. Exploration potential represents the estimated mineralized material contained
within: (i) areas adjacent to existing reserves and mineralization located within the immediate mine area; (ii) areas outside of immediate mine
areas that are not part of measured, indicated, or inferred resources; and (iii) greenfields exploration potential that is not associated with any
other production, development, or exploration stage property.
Recognition
Capitalized costs of mining properties include the following:




GOLDCORP | 16
(m) Inventories and stockpiled ore
(n) Mining interests
(i) Costs of acquiring production, development and exploration stage properties in asset acquisitions;
(ii) Costs attributed to mining properties acquired in business combinations;
(iii) Expenditures incurred to develop mining properties;
(In millions of United States dollars, except where noted)




Acquisitions:
The cost of acquiring a mining property either as an individual asset purchase or as part of a business combination is capitalized and
represents the propertys fair value at the date of acquisition. Fair value is determined by estimating the value of the propertys reserves,
resources and exploration potential.
Development expenditures:
Drilling and related costs incurred to define and delineate a mineral deposit that has not been classified as proven and probable reserves are
capitalized and included in the carrying amount of the related property in the period incurred, when management determines that it is probable
that the expenditures will result in a future economic benefit to the Company.
In open pit mining operations, it is necessary to incur costs to remove overburden and other mine waste materials in order to access the ore
body (stripping costs). Stripping costs incurred prior to the production stage of a mining property (pre-stripping costs) are capitalized and
included in the carrying amount of the related mining property.
Exploration and evaluation expenditures:
The costs of acquiring rights to explore, exploratory drilling and related costs incurred on sites without an existing mine and on areas outside
the boundary of a known mineral deposit which contain proven and probable reserves are exploration and evaluation expenditures and are
expensed as incurred to the date of establishing that costs incurred are economically recoverable. Exploration and evaluation expenditures
incurred subsequent to the establishment of economic recoverability are capitalized and included in the carrying amount of the related mining
property.
Management uses the following criteria in its assessments of economic recoverability and probability of future economic benefit:






GOLDCORP | 17
(iv) Economically recoverable exploration and evaluation expenditures;
(v) Borrowing costs incurred that are attributable to qualifying mining properties;
(vi) Certain costs incurred during production, net of proceeds from sales, prior to reaching operating levels intended by management; and
(vii) Estimates of reclamation and closure costs (note 3(q)).

Geology: there is sufficient geologic certainty of converting a mineral deposit into a proven and probable reserve. There is a history of
conversion to reserves at operating mines;

Scoping or feasibility: there is a scoping study or preliminary feasibility study that demonstrates the additional reserves and resources
will generate a positive commercial outcome. Known metallurgy provides a basis for concluding there is a significant likelihood of
being able to recover the incremental costs of extraction and production;

Accessible facilities: the mineral deposit can be processed economically at accessible mining and processing facilities where
applicable;

Life of mine plans: an overall life of mine plan and economic model to support the economic extraction of reserves and resources
exists. A long-term life of mine plan and supporting geological model identifies the drilling and related development work required to
expand or further define the existing ore body; and
Authorizations: operating permits and feasible environmental programs exist or are obtainable.
(In millions of United States dollars, except where noted)

Prior to capitalizing exploratory drilling, evaluation, development and related costs, management determines that the following conditions
have been met:




Borrowing costs:
Borrowing costs incurred that are attributable to acquiring and developing exploration and development stage mining properties and
constructing new facilities (qualifying assets) are capitalized and included in the carrying amounts of qualifying assets until those
qualifying assets are ready for their intended use. All other borrowing costs are expensed in the period in which they are incurred.
Capitalization of borrowing costs incurred commences on the date the following three conditions are met:



Costs incurred during production:
Capitalization of costs incurred ceases when the mining property is capable of operating at levels intended by management. Costs incurred
prior to this point, including depreciation of related plant and equipment, are capitalized and proceeds from sales during this period are offset
against costs capitalized.
Development costs incurred to maintain current production are included in mine operating costs. These costs include the development and
access (tunnelling) costs of production drifts to develop the ore body in the current production cycle.
During the production phase of a mine, stripping costs incurred that provide access to reserves and resources that will be produced in future
periods that would not have otherwise been accessible are capitalized. Capitalized stripping costs are amortized based on the estimated
recoverable ounces contained in reserves and resources that directly benefit from the stripping activities. Costs for waste removal that do not
give rise to future economic benefits are included in mine operating costs in the period in which they are incurred.
Measurement
Mining properties are recorded at cost less accumulated depletion and impairment losses.
Depletion:
The carrying amounts of mining properties are depleted using the unit-of-production method over the estimated recoverable ounces, when the
mine is capable of operating at levels intended by management. Under this method, depletable costs are multiplied by the number of ounces
produced divided by the estimated recoverable ounces contained in proven and probable reserves and a portion of resources where it is
considered highly probable that those resources will be economically extracted. During the year ended December 31, 2012, an insignificant
amount of resources was included in recoverable ounces.

GOLDCORP | 18
(i) It is probable that a future economic benefit will flow to the Company;
(ii) The Company can obtain the benefit and controls access to it;
(iii) The transaction or event giving rise to the future economic benefit has already occurred; and
(iv) Costs incurred can be measured reliably.
(i) Expenditures for the qualifying asset are being incurred;
(ii) Borrowing costs are being incurred; and
(iii) Activities that are necessary to prepare the qualifying asset for its intended use are being undertaken.
(In millions of United States dollars, except where noted)

A mine is capable of operating at levels intended by management when:








Management reviews the estimated total recoverable ounces contained in depletable reserves and resources at each financial year end, and
when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable ounces contained in
depletable reserves and resources are accounted for prospectively.
Impairment:
At the end of each reporting period, the Company reviews its mining properties and plant and equipment at the cash-generating unit (CGU)
level to determine whether there is any indication that these assets are impaired. If any such indication exists, the recoverable amount of the
relevant CGU is estimated in order to determine the extent of impairment. A CGU is the smallest identifiable group of assets that generates
cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Companys CGUs are its significant
mine sites, represented by its principal producing mining properties and significant development projects. In certain circumstances, where the
recoverable amount of an individual asset can be determined, impairment is performed at the individual asset level.
The recoverable amount of a mine site is the greater of its fair value less costs to sell and value-in-use. In determining the recoverable
amounts of each of the Companys mine sites, the Company uses the fair value less costs to sell as this will generally be greater than or equal
to the value-in-use. When there is no binding sales agreement, fair value less costs to sell is estimated as the discounted future after-tax cash
flows expected to be derived from a mine site, less an amount for costs to sell estimated based on similar past transactions. When discounting
estimated future after-tax cash flows, the Company uses its after-tax weighted average cost of capital. Estimated cash flows are based on
expected future production, metal selling prices, operating costs and non-expansionary capital expenditures, excluding those cash flows
arising from future enhancements of the asset. If the recoverable amount of a mine site is estimated to be less than its carrying amount, the
carrying amount is reduced to its recoverable amount. The carrying amount of each mine site includes the carrying amounts of mining
properties, plant and equipment, goodwill and related deferred income tax balances, net of the mine site reclamation and closure cost
provision. In addition, the carrying amounts of the Companys corporate assets are allocated to the relevant mine sites for impairment
purposes. Impairment losses are recognized in net earnings in the period in which they are incurred. The allocation of an impairment loss, if
any, for a particular mine site to its mining properties and plant and equipment is based on the relative carrying amounts of those assets at the
date of impairment. Those mine sites which have been impaired are tested for possible reversal of the impairment whenever events or changes
in circumstances indicate that the impairment may have reversed. When an impairment loss reverses in a subsequent period, the revised
carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset
previously, less subsequent depreciation and depletion. Reversals of impairment losses are recognized in net earnings in the period in which
the reversals occur.

GOLDCORP | 19
(i) Operational commissioning of major mine and plant components is complete;
(ii) Operating results are being achieved consistently for a period of time;
(iii) There are indicators that these operating results will be continued; and
(iv) Other factors include one or more of the following:
a. A significant portion of plant/mill capacity has been achieved;
b. A significant portion of available funding is directed towards operating activities;
c. A pre-determined, reasonable period of time has passed; or
d. Significant milestones for the development of the mining property have been achieved.
(In millions of United States dollars, except where noted)

Plant and equipment
Plant and equipment are recorded at cost less accumulated depreciation and impairment losses. Costs capitalized for plant and equipment
include borrowing costs incurred that are attributable to qualifying plant and equipment. The carrying amounts of plant and equipment are
depreciated using either the straight-line or unit-of-production method over the shorter of the estimated useful life of the asset or the life of
mine. The significant classes of depreciable plant and equipment and their estimated useful lives are as follows:

Assets under construction are depreciated when they are substantially complete and available for their intended use, over their estimated
useful lives.
Management reviews the estimated useful lives, residual values and depreciation methods of the Companys plant and equipment at the end of
each financial year, and when events and circumstances indicate that such a review should be made. Changes to estimated useful lives,
residual values or depreciation methods resulting from such review are accounted for prospectively.
Derecognition
Upon disposal or abandonment, the carrying amounts of mining properties and plant and equipment are derecognized and any associated
gains or losses are recognized in net earnings.

Goodwill typically arises on the Companys acquisitions due to: (i) the ability of the Company to capture certain synergies through
management of the acquired operation within the Company; (ii) the potential to increase reserves and resources through exploration activities;
and (iii) the requirement to record a deferred tax liability for the difference between the assigned fair values and the tax bases of assets
acquired and liabilities assumed.
Goodwill is not amortized. The Company performs an impairment test for goodwill at each financial year end and when events or changes in
circumstances indicate that the related carrying amount may not be recoverable. If the carrying amount of a mine site to which goodwill has
been allocated exceeds the recoverable amount, an impairment loss is recognized for the amount in excess. The impairment loss is allocated
first to reduce the carrying amount of goodwill allocated to the mine site to nil and then to the other assets of the mine site based on the
relative carrying amounts of those assets. Impairment losses recognized for goodwill are not reversed in subsequent periods should the value
recover.
Upon disposal or abandonment of a mine site, the carrying amount of goodwill allocated to that mine site is derecognized and included in the
calculation of the gain or loss on disposal or abandonment.

The Company uses the liability method of accounting for income taxes. Under the liability method, deferred income tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, unused tax losses and other income tax deductions. Deferred income tax assets are recognized for
deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have
taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The
extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed
at the end of each reporting period.

GOLDCORP | 20
Mill and mill components life of mine
Underground infrastructure life of mine
Mobile equipment components 3 to 15 years
(o) Goodwill
(p) Income taxes
(In millions of United States dollars, except where noted)

In a business combination, temporary differences arise as a result of differences between the fair values of identifiable assets and liabilities
acquired and their respective tax bases. Deferred income tax assets and liabilities are recognized for the tax effects of these differences.
Deferred income tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of
assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or
loss.
Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the related
assets are realized or the liabilities are settled. The measurement of deferred income tax assets and liabilities reflects the tax consequences that
would follow from the manner in which the Company expects, at the reporting date, to recover and settle the carrying amounts of its assets
and liabilities, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period in
which the change is substantively enacted.
The Company records foreign exchange gains and losses representing the impacts of movements in foreign exchange rates on the tax bases of
non-monetary assets and liabilities which are denominated in foreign currencies. Foreign exchange gains and losses relating to deferred
income taxes are included in deferred income tax expense or recovery in the Consolidated Statements of Earnings.
Current and deferred income tax expense or recovery are recognized in net earnings except when they arise as a result of items recognized in
other comprehensive income or directly in equity in the current or prior periods, in which case the related current and deferred income taxes
are also recognized in other comprehensive income or directly in equity, respectively.

Provisions are liabilities that are uncertain in timing or amount. The Company records a provision when and only when:



Constructive obligations are obligations that derive from the Companys actions where:


Provisions are reviewed at the end of each reporting period and adjusted to reflect managements current best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying
economic benefits will be required to settle the obligation, the provision is reversed. Provisions are reduced by actual expenditures for which
the provision was originally recognized. Where discounting has been used, the carrying amount of a provision increases in each period to
reflect the passage of time. This increase (accretion expense) is included in finance costs in the Consolidated Statements of Earnings.
Reclamation and closure cost obligations
The Company records a provision for the estimated future costs of reclamation and closure of operating and inactive mines and development
projects when environmental disturbance occurs or a constructive obligation arises. Estimates of future costs represent managements best
estimates which incorporate assumptions on the effects of inflation, movements in foreign exchange rates and the effects of country and other
specific risks associated with the related liabilities. These estimates of future costs which are discounted to net present value using the risk-
free interest rate applicable to the future cash outflows. The provision for the Companys reclamation and closure cost obligations is accreted
over time to reflect the unwinding of the

GOLDCORP | 21
(q) Provisions
(i) The Company has a present obligation (legal or constructive) as a result of a past event;
(ii) It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
(iii) A reliable estimate can be made of the amount of the obligation.

(i) By an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to
other parties that it will accept certain responsibilities; and
(ii) As a result, the Company has created a valid expectation on the part of those other parties that it will discharge those responsibilities.
(In millions of United States dollars, except where noted)

discount with the accretion expense included in finance costs in the Consolidated Statements of Earnings. The provision for reclamation and
closure cost obligations is re-measured at the end of each reporting period for changes in estimates and circumstances. Changes in estimates
and circumstances include changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration
activities, changes to cost estimates and changes to the risk-free interest rates.
Reclamation and closure cost obligations relating to operating mines and development projects are initially recorded with a corresponding
increase to the carrying amounts of related mining properties. Changes to the obligations which may arise as a result of changes in estimates
and assumptions are also accounted for as changes in the carrying amounts of related mining properties, except where a reduction in the
obligation is greater than the capitalized reclamation and closure costs, in which case, the capitalized reclamation and closure costs are
reduced to nil and the remaining adjustment is included in production costs in the Consolidated Statements of Earnings. Reclamation and
closure cost obligations related to inactive mines are included in production costs in the Consolidated Statements of Earnings on initial
recognition and subsequently when re-measured.

Measurement initial recognition
On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for
financial assets and liabilities classified as at fair value through profit or loss (FVTPL). The directly attributable transaction costs of
financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.
Classification and measurement subsequent to initial recognition
Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities.
Classified as at fair value through profit or loss:
Financial assets and liabilities classified as at FVTPL are measured at fair value with changes in fair values recognized in net earnings.
Financial assets and liabilities are classified as at FVTPL when: (i) they are acquired or incurred principally for short-term profit taking and/or
meet the definition of a derivative (held-for-trading); or (ii) they meet the criteria for being designated as at FVTPL and have been designated
as such on initial recognition. A contract to buy or sell non-financial items that can be settled net in cash, which include non-financial items
that are readily convertible to cash, that has not been entered into and held for the purpose of receipt or delivery of non-financial items in
accordance with the Companys expected purchase, sale or use meets the definition of a non-financial derivative.
A contract that will or may be settled in the entitys own equity instruments and is a derivative that will or may be settled other than by the
exchange of a fixed amount of cash or another financial asset for a fixed number of the Companys own equity instruments is classified as a
financial liability as at FVTPL.
Classified as available-for-sale:
A financial asset is classified as available-for-sale when: (i) it is not classified as a loan and receivable, a held-to-maturity investment or as at
FVTPL; or (ii) it is designated as available-for-sale on initial recognition. The Companys investments in marketable securities and equity
securities are classified as available-for-sale and are measured at fair value with mark-to-market gains and losses recognized in other
comprehensive income (OCI) and accumulated in the investment revaluation reserve within equity until the financial assets are
derecognized or there is objective evidence that the financial assets are impaired. When available-for-sale investments in marketable
securities and equity securities are derecognized, the cumulative mark-to-market gains or losses that had been previously recognized in OCI
are reclassified to earnings for the period. When there is objective evidence that an available-for-sale financial asset is impaired, the
cumulative loss that had been previously

GOLDCORP | 22
(r) Financial instruments
(In millions of United States dollars, except where noted)

recognized in OCI is reclassified to earnings for the period. Impairment losses previously recognized for available-for-sale investments,
except for investments in equity securities, are reversed when the fair values of the investments increase. Reversals of impairment losses are
recognized in net earnings in the period in which the reversals occur.
Loans and receivables, held-to-maturity investments, and other financial liabilities:
Financial assets classified as loans, held-to-maturity investments, and receivables and other financial liabilities are measured at amortized cost
using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial asset or financial
liability and of allocating the effective interest income or interest expense over the term of the financial asset or financial liability,
respectively. The interest rate is the rate that exactly discounts estimated future cash receipts or payments throughout the term of the financial
instrument to the net carrying amount of the financial asset or financial liability, respectively. When there is objective evidence that an
impairment loss on a financial asset measured at amortized cost has been incurred, an impairment loss is recognized in net earnings for the
period measured as the difference between the financial assets carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the financial assets effective interest rate at initial recognition.
Impairment
The Company assesses at the end of each reporting period whether there is objective evidence that financial assets are impaired. A financial
asset is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events
that occurred after the initial recognition of the asset that has a negative impact on the estimated future cash flows of the financial asset that
can be reliably estimated.
Compound instruments
The Company recognizes separately the components of a financial instrument that: (i) creates a financial liability of the Company; and
(ii) grants an option to the holder of the instrument to convert it into an equity instrument of the Company (provided the conversion option
meets the definition of equity). An option to convert into an equity instrument is classified as a financial liability when either the holder or the
issuer of the option has a choice over how it is settled. Transaction costs of a compound instrument are allocated to the components of the
instrument in proportion to the allocation of the proceeds on initial recognition. Transaction costs allocated to the debt component are
deducted from the carrying amount of the debt and included in the determination of the effective interest rate used to record interest expense
during the period to maturity of the debt. Transaction costs allocated to the derivative liability component are expensed on initial recognition
as with all other financial assets and liabilities classified as at FVTPL. Transaction costs allocated to the equity component are deducted from
equity as share issue costs.
Until the liability is settled, the fair value of the conversion feature of the Companys convertible senior notes, which is classified as a
financial liability, is re-measured at the end of each reporting period with changes in fair value recognized in net earnings. The fair value is
estimated using an option pricing model based on a discounted cash flow utilizing a discount rate which incorporates an option adjusted credit
spread, and the trading price of the notes at the balance sheet date.

The fair value of the estimated number of stock options and restricted share units (RSUs) awarded to employees, officers and directors that
will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate administration in
the Consolidated Statements of Earnings over the vesting period of the stock options and RSUs, with a corresponding increase to equity. The
fair value of stock options is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant. The
fair value of RSUs is the market value of the underlying shares as of the date of grant. Stock options and RSUs with graded vesting schedules
are accounted for as separate grants with different vesting periods and fair values. Changes to the estimated number of awards that will
eventually vest are accounted for prospectively.

GOLDCORP | 23
(s) Share-based payments
(In millions of United States dollars, except where noted)

Performance share units (PSUs) awarded to eligible executives are settled in cash. The fair value of the estimated number of PSUs
awarded that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within
corporate administration in the Consolidated Statements of Earnings over the vesting period of the PSUs, with a corresponding amount
recorded as a liability. Until the liability is settled, the fair value of the PSUs is re-measured at the end of each reporting period and at
the date of settlement, with changes in fair value recognized as share-based compensation expense or recovery over the vesting period.
The fair value of PSUs is estimated using a binomial model to determine the expected market value of the underlying Goldcorp shares
on settlement date, multiplied by the expected target settlement percentage.

Non-controlling interests in the Companys less than wholly-owned subsidiaries are classified as a separate component of equity. On
initial recognition, non-controlling interests are measured at their proportionate share of the acquisition date fair value of identifiable net
assets of the related subsidiary acquired by the Company. Subsequent to the acquisition date, adjustments are made to the carrying
amount of non-controlling interests for the non-controlling interests share of changes to the subsidiarys equity. Adjustments to
recognize the non-controlling interests share of changes to the subsidiarys equity are made even if this results in the non-controlling
interests having a deficit balance.
Changes in the Companys ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions.
The carrying amount of non-controlling interests is adjusted to reflect the change in the non-controlling interests relative interests in the
subsidiary and the difference between the adjustment to the carrying amount of non-controlling interests and the Companys share of
proceeds received and/or consideration paid is recognized directly in equity and attributed to shareholders of the Company.

Accounting standards effective January 1, 2013
In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements (IFRS 10), which supersedes SIC 12 Consolidation
special purpose entities and the requirements relating to consolidated financial statements in IAS 27 Consolidated and Separate
Financial Statements . Concurrent with the issuance of IFRS 10, the IASB issued IFRS 11 Joint Arrangements (IFRS 11) and IFRS 12
Disclosure of Interests in Other Entities (IFRS 12) and reissued IAS 27 Separate Financial Statements and IAS 28 Investments in
Associates and Joint Ventures. These standards are effective for annual periods beginning on or after January 1, 2013, with earlier
application permitted.
Consolidation
IFRS 10 establishes control as the basis for an investor to consolidate its investees and defines control as an investors power over an
investee with exposure, or rights, to variable returns from the investee and the ability to affect the investors returns through its power over
the investee.
Joint arrangements
IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC 13 Jointly Controlled Entities Non-Monetary Contributions by
Venturers. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures based on the rights and obligations of the
parties to the joint arrangements. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement
(joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement (joint venturers) have rights to the net assets of the
arrangement. IFRS 11 requires that a joint operator recognize its portion of assets, liabilities, revenues and expenses of a joint arrangement,
while a joint venturer recognizes its investment in a joint arrangement using the equity method.

GOLDCORP | 24
(t) Non-controlling interests
4. CHANGES IN ACCOUNTING STANDARDS
(In millions of United States dollars, except where noted)

Disclosure of interests in other entities
IFRS 12 combines and enhances the disclosure requirements for the Companys subsidiaries, joint arrangements, associates and
unconsolidated structured entities. The requirements of IFRS 12 include enhanced reporting of the nature of risks associated with the
Companys interests in other entities, and the effects of those interests on the Companys consolidated financial statements.
As a result of the application of these standards, the Companys 37.5% interest in Alumbrera, which is currently proportionately
consolidated in the Companys consolidated financial statements, will be required to be accounted for using the equity method and the
Companys share of net earnings and net assets will be separately disclosed in the Consolidated Statements of Earnings and Consolidated
Balance Sheets, respectively. There are no other significant impacts on the Companys consolidated financial statements.
For the year ended December 31, 2012, the net effect of accounting for Alumbrera using the equity method would be as follows (note 15) :

The effect of using the equity method to account for the Companys share of Alumbreras operating, financing and investing cash flows for
the year ended December 31, 2012 to the Companys operating cash flows would be as follows:

The impact of using the equity method as at December 31, 2012 on the Companys mining interests, including investments in equity
accounted entities, and to other assets and total liabilities on the Consolidated Balance Sheet would be as follows:

GOLDCORP | 25
Post-adoption Effect on Consolidated
Statements of Earnings For the year ended December 31, 2012

As
presented
JV
adjusted
Post-
adoption
Revenues including share of JV revenues $ 5,435 $ - $ 5,435
Less: Share of joint venture revenues - (615 ) (615 )
Revenues 5,435 (615 ) 4,820
Earnings from mine operations 2,423 (241 ) 2,182
Share of net earnings of equity accounted entities 47 163 210
Earnings before taxes 2,252 (71 ) 2,181
Net earnings $ 1,749 $ - $ 1,749
Post-adoption Effect on Consolidated
Operating Cash Flows For the year ended December 31, 2012

As
presented
JV
adjusted
Post-
adoption

Net earnings $ 1,749 $ - $ 1,749

Share of net earnings of equity accounted entities (47 ) (163 ) (210 )

Other 395 23 418

Net cash provided by operating activities $ 2,097 $ (140 ) $ 1,957
(In millions of United States dollars, except where noted)

Fair value measurement
In May 2011, as a result of the convergence project undertaken by the IASB with the US Financial Accounting Standards Board to develop
common requirements for measuring fair value and for disclosing information about fair value measurements, the IASB issued IFRS 13
Fair Value Measurement (IFRS 13). IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier
application permitted. IFRS 13 defines fair value and sets out a single framework for measuring fair value which is applicable to all IFRSs
that require or permit fair value measurements or disclosures about fair value measurements. IFRS 13 requires that when using a valuation
technique to measure fair value, the use of relevant observable inputs should be maximized while unobservable inputs should be minimized.
The application of IFRS 13 will not have a significant impact on the Companys consolidated financial statements.
Financial statement presentation
In June 2011, the IASB issued amendments to IAS 1 Presentation of Financial Statements (IAS 1) that require an entity to group items
presented in the statement of other comprehensive income on the basis of whether they may be reclassified to profit or loss subsequent to
initial recognition. For those items presented before tax, the amendments to IAS 1 also require that the tax related to the two separate groups
be presented separately. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with earlier
application permitted. The amendment will not have a significant impact on the Companys consolidated financial statements.
Employee benefits
In June 2011, the IASB issued amendments to IAS 19 Employee Benefits (IAS 19) that introduced significant changes to the accounting
for defined benefit plans and other employee benefits. The amendments include elimination of the options to defer or recognize in full in
profit or loss actuarial gains and losses and instead mandates the immediate recognition of all actuarial gains and losses in other
comprehensive income. The amended IAS 19 also requires calculation of net interest on the net defined benefit liability or asset using the
discount rate used to measure the defined benefit obligation.
In addition, other changes incorporated into the amended standard include changes made to the date of recognition of liabilities for
termination benefits, and changes to the definitions of short-term employee benefits and other long-term employee benefits which may
impact on the classification of liabilities associated with those benefits.
The amendments to IAS 19 are effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. The
amendments to IAS 19 will not have a significant impact on the Companys consolidated financial statements.
Stripping costs in the production phase of a surface mine
In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (IFRIC 20). IFRIC 20 clarifies
the requirements for accounting for the costs of stripping activity in the production phase when two benefits accrue: (i) usable ore that can
be used to produce inventory; and (ii) improved access to further quantities of material that will be mined in

GOLDCORP | 26
Post-adoption Effect on Consolidated
Balance Sheet At December 31, 2012

As
presented
JV
adjusted
Post-
adoption
Current assets $ 2,528 $ (333 ) $ 2,195
Mining interests Owned by subsidiaries 24,279 (377 ) 23,902
Mining interests Investments in equity accounted entities 2,088 569 2,657
Other non-current assets 2,317 (98 ) 2,219
Total assets $ 31,212 $ (239 ) $ 30,973
Total liabilities $ (8,283 ) $ 239 $ (8,044 )
Net assets $ 22,929 $ - $ 22,929
(In millions of United States dollars, except where noted)

future periods. IFRIC 20 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted and
includes guidance on transition for pre-existing stripping assets.
The application of IFRIC 20 will not have a significant impact on the Companys consolidated financial statements.
Accounting standards effective January 1, 2015
Financial instruments
The IASB intends to replace IAS 39 Financial Instruments: Recognition and Measurement (IAS 39) in its entirety with IFRS 9
Financial Instruments (IFRS 9) in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments
that is principles-based and less complex than IAS 39. In November 2009 and October 2010, phase 1 of IFRS 9 was issued and amended,
respectively, which addressed the classification and measurement of financial assets and financial liabilities. IFRS 9 requires that all
financial assets be classified as subsequently measured at amortized cost or at fair value based on the Companys business model for
managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as
subsequently measured at amortized cost except for financial liabilities classified as at FVTPL, financial guarantees and certain other
exceptions. IFRS 9 is effective for annual periods beginning on or after January 1, 2015.
The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

The critical judgements that the Companys management has made in the process of applying the Companys accounting policies, apart
from those involving estimations (note 6) , that have the most significant effect on the amounts recognized in the Companys consolidated
financial statements are as follows:

Prior to a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of related
mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining
properties begins when the mine is capable of operating at levels intended by management. Management considers several factors (note
3(n)) in determining when a mining property is capable of operating at levels intended by management. During January 2013, the
Company determined that the Pueblo Viejo mine, in which the Company holds a 40% equity interest, was capable of operating at levels
intended by management and on January 15, 2013, the Company announced the declaration of commercial production at the Pueblo
Viejo mine ( note 31(a) ).

Management has determined that exploratory drilling, evaluation, development and related costs incurred which have been capitalized
are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future
economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable
reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

The functional currency for each of the Companys subsidiaries, joint ventures and investments in associates, is the currency of the
primary economic environment in which the entity operates. The Company has determined the functional currency of each entity is the
US dollar. Determination of functional currency may involve certain judgements to determine the primary economic environment and
the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the
primary economic environment.

GOLDCORP | 27
5. CRITICAL JUDGEMENTS IN APPLYING ACCOUNTING POLICIES
(a) Operating levels intended by management
(b) Economic recoverability and probability of future economic benefits of exploration, evaluation and development costs
(c) Functional currency
(In millions of United States dollars, except where noted)

Determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain
judgements, taking into account all facts and circumstances. If an acquired set of assets and liabilities includes goodwill, the set is
presumed to be a business.

The preparation of consolidated financial statements requires that the Companys management make assumptions and estimates of effects of
uncertain future events on the carrying amounts of the Companys assets and liabilities at the end of the reporting period. Actual results may
differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and
assumptions, potentially having material future effects on the Companys consolidated financial statements. Estimates are reviewed on an
ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on
the carrying amounts of the Companys assets and liabilities are accounted for prospectively.
The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have
a significant risk of resulting in a material adjustment to the carrying amounts of the Companys assets and liabilities are as follows:

The Company considers both external and internal sources of information in assessing whether there are any indications that mining
interests and goodwill are impaired. External sources of information the Company considers include changes in the market, economic
and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mining
interests and goodwill. Internal sources of information the Company considers include the manner in which mining properties and plant
and equipment are being used or are expected to be used and indications of economic performance of the assets. In assessing whether
there is objective evidence that the Companys mining interests represented by its investments in associates are impaired, the
Companys management considers observable data including the carrying amounts of the investees net assets as compared to their
market capitalization.
In determining the recoverable amounts of the Companys mining interests and goodwill, the Companys management makes estimates
of the discounted future after-tax cash flows expected to be derived from the Companys mining properties, costs to sell the mining
properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions about metal
selling prices, future capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential,
production cost estimates, discount rates and exchange rates (note 17) . Reductions in metal price forecasts, increases in estimated future
costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable
reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of
the Companys mining interests and/or goodwill.
During the year ended December 31, 2012, the Company recognized a reversal of impairment expense of $65 million for the
Companys equity investment in Primero (notes 13(c) & 14) primarily due to an increase in Primeros quoted market price in 2012
which indicated that the impairment expense recognized during the year ended December 31, 2011 had reversed.
At December 31, 2012, the carrying amounts of the Companys mining interests and goodwill were $26,367 million and $1,737 million,
respectively (notes 13 & 17) .

In determining mine operating costs recognized in the Consolidated Statements of Earnings, the Companys management makes
estimates of quantities of ore stacked on leach pads and in process and the recoverable gold in this material to

GOLDCORP | 28
(d) Business combinations
6. KEY SOURCES OF ESTIMATION UNCERTAINTY
(a) Impairment of mining interests and goodwill
(b) Mine operating costs
(In millions of United States dollars, except where noted)

determine the average costs of finished goods sold during the period. Changes in these estimates can result in a change in mine
operating costs of future periods and carrying amounts of inventories.
At December 31, 2012, the carrying amount of current and non-current inventories was $837 million (2011 $655 million) (note 10) .

The carrying amounts of the Companys mining properties are depleted based on recoverable ounces contained in proven and probable
reserves and a portion of resources. The Company includes a portion of resources where it is considered probable that those resources
will be economically extracted. Changes to estimates of recoverable ounces and depletable costs including changes resulting from
revisions to the Companys mine plans and changes in metal price forecasts can result in a change to future depletion rates.

In determining whether stripping costs incurred during the production phase of a mining property relate to reserves and resources that
will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life
of the phases, pit, or mining property as appropriate (strip ratio). Changes in estimated strip ratios can result in a change to the future
capitalization of stripping costs incurred.
At December 31, 2012, the carrying amount of stripping costs capitalized was $161 million (2011 $90 million).

In a business combination, it generally takes time to obtain the information necessary to measure the fair values of assets acquired and
liabilities assumed and the resulting goodwill, if any. Changes to the provisional measurements of assets and liabilities acquired
including the associated deferred income taxes and resulting goodwill may be retrospectively adjusted when new information is
obtained until the final measurements are determined (within one year of acquisition date). The determination of fair value as of the
acquisition date requires management to make certain judgements and estimates about future events, including, but not restricted to,
estimates of mineral reserves and resources acquired, exploration potential, future operating costs and capital expenditures, future metal
prices, long-term foreign exchange rates, and discount rates.
In determining the amount for goodwill, the Companys management makes estimates of the discounted future after-tax cash flows
expected to be derived from the acquired business based on estimates of future revenues, expected conversions of resources to reserves,
future production costs and capital expenditures, based on a life of mine plan. To estimate the fair value of the exploration potential, a
market approach is used which evaluates recent comparable gold property transactions. The excess of acquisition cost over the net
identifiable assets acquired represents goodwill.

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future
taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax
positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives
additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on
forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from
operations are based on life of mine projections internally developed and reviewed by management. Weight is attached to tax planning
opportunities that are within the Companys control, and are feasible and implementable without significant obstacles. The likelihood
that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and
circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are
either unclear or subject to ongoing varying

GOLDCORP | 29
(c) Estimated recoverable ounces
(d) Deferred stripping costs
(e) Fair values of assets and liabilities acquired in business combinations
(f) Income taxes
(In millions of United States dollars, except where noted)

interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets
recognized. At the end of each reporting period, the Company reassesses unrecognized income tax assets.

The Companys provision for reclamation and closure cost obligations represents managements best estimate of the present value of
the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange
rates, assumptions of risks associated with the future cash outflows and assumptions of probabilities of alternative estimates of future
cash outflows, and the applicable risk-free interest rates for discounting those future cash outflows. Significant judgements and
estimates are required in forming assumptions of future activities, future cash outflows and the timing of those cash outflows. These
assumptions are formed based on environmental and regulatory requirements or the Companys environmental policies which may give
rise to a constructive obligation. The Companys assumptions are reviewed at the end of each reporting period and adjusted to reflect
managements current best estimate and changes in any of the above factors can result in a change to the provision recognized by the
Company. At December 31, 2012, the carrying amount of the Companys provision for reclamation and closure cost obligations was
$519 million (2011 $395 million). The undiscounted value of these obligations is $2,813 million (2011 $1,354 million) (note 21) .
For the purposes of calculating the present value of the provision for reclamation and closure cost obligations, the Company discounts
the estimated future cash outflows using the risk-free interest rate applicable to the future cash flows, which is the appropriate US
Treasury risk-free rate which reflects the reclamation lifecycle estimated for all sites, including operating and inactive mines and
development projects. For those with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.
For the year ended December 31, 2012, the Company applied a 30-year risk-free rate of 2.9% to all sites with the exception of those
sites with a reclamation lifecycle of greater than 100 years where a 5.2% risk-free rate was applied. The weighted average of the two
discount rates was 4.9% (2011 4.6%).
Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of related
mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period.
Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

The Company recognizes a provision for the estimated payment for shortfall ounces on October 15, 2031 (calculated as $0.50 per
estimated shortfall ounce) with respect to the guarantee it has provided to Silver Wheaton Corporation (Silver Wheaton) of the
215 million minimum cumulative ounces of silver to be produced by Primero at San Dimas and sold to Silver Wheaton at the agreed
fixed price per ounce by October 15, 2031. The production of silver at San Dimas is not within the Companys control. The provision is
re-measured at the end of each reporting period to reflect changes in estimates of future production at San Dimas based on budget and
forecast information obtained from Primero.
At December 31, 2012, the amount recognized as a liability for the Companys guarantee to Silver Wheaton was $7 million.

Due to the size, complexity and nature of the Companys operations, various legal and tax matters are outstanding from time to time. In
the event that managements estimate of the future resolution of these matters changes, the Company will recognize the effects of the
changes in its consolidated financial statements on the date such changes occur.
In the fourth quarter of 2012, the Mexican government amended the Federal labour law regarding subcontracting arrangements to
prevent using service companies to evade labour and tax obligations. The Company currently operates in Mexico using these
subcontracting arrangements as is the common practice. The amendments also provided clarification on

GOLDCORP | 30
(g) Estimated reclamation and closure costs
(h) Guarantee of minimum cumulative silver ounces sold by Primero to Silver Wheaton
(i) Contingencies
(In millions of United States dollars, except where noted)

certain regulatory requirements associated with an employers obligation to compensate employees with appropriate statutory profit
sharing within Mexico. The Company has assessed the implications of these amendments and has determined that it is probable that no
additional obligation for statutory profit sharing payments is required to be recorded in the Companys consolidated financial statements
as at and for the year ended December 31, 2012, other than what is presently recorded.


On August 31, 2011, the Company and Xstrata Queensland Limited (Xstrata Queensland) signed a definitive agreement with Yamana
Gold Inc. (Yamana) whereby Minera Alumbrera Limited Sucursal Argentina (Alumbrera SA), an entity which the Company jointly
controls with Xstrata Queensland and Yamana, was granted an exclusive four-year option to acquire Yamanas interest in the Agua Rica
project located 35 kilometres southeast of the Alumbrera mine in Argentina in exchange for payments over the four-year option period
from the Company and Xstrata Queensland totalling $110 million. During the four-year option period, Alumbrera SA will manage the
Agua Rica project and fund a feasibility study and all development costs. In addition to the $110 million payments from the Company
and Xstrata Queensland, Yamana will receive $150 million upon an approval to proceed with construction and on exercise of the option
to acquire the Agua Rica project and an additional $50 million on commissioning. Yamana will also be entitled to receive 65% of the
payable gold produced from Agua Rica to a maximum of 2.3 million ounces. In accordance with the terms of the option agreement, the
Company and Xstrata Queensland have made cumulative payments amounting to $50 million (Goldcorps share $21 million).
The mining interest acquired has been assigned to and included in the Companys Alumbrera reportable operating segment (notes 13,
15 & 16).






GOLDCORP | 31
7. ACQUISITIONS OF MINING INTERESTS
(a) Agua Rica
8. PRODUCTION COSTS
Years ended December 31 2012 2011
Raw materials and consumables $ 1,141 $ 1,002
Salaries and employee benefits 472 457
Contractors 366 299
Royalties (note 13(l)) 125 153
Change in inventories (97) (119)
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations 84 21
Other 246 229

$ 2,337 $ 2,042
(i) Excludes $64 million (2011 $53 million) of salaries and employee benefits included in corporate administration expense.
9. FINANCE COSTS
Years ended December 31 2012 2011
Interest expense $ 10 $ 7
Finance fees 4 2
Accretion of reclamation and closure cost obligations (note 21) 16 14

$ 30 $ 23
(i)
(In millions of United States dollars, except where noted)


The costs of inventories recognized as an expense for the year ended December 31, 2012 amounted to $2,631 million which is included in
mine operating costs (2011 $2,422 million).
The majority of the stockpiled ore is located at Alumbrera and is forecast to be drawn down throughout the remainder of Alumbreras mine
life, until 2018. The portion that is to be processed over a period beyond the normal operating cycle is classified as non-current.


As partial consideration for the disposition of the San Dimas Assets/San Dimas Silver Wheaton Silver Purchase Agreement, the Company
received the 1-year Primero convertible promissory note receivable and 5-year Primero promissory note (the Primero Notes). The Primero
Notes are measured at amortized cost using the effective interest method and are accreted to the face value of the Primero Notes over the
original terms using an annual effective interest rate of 5.0% and 5.5%, respectively. The conversion feature of the 1-year Primero
convertible promissory note receivable (Primero Convertible Note) was an embedded derivative which was accounted for separately from
the host note receivable and was measured at fair value at each balance sheet date.
On August 5, 2011, the Company exercised its option to extend the maturity of the Primero Convertible Note for an additional year with a
revised maturity date of August 5, 2012. On October 19, 2011, Primero elected to repay $30 million of the principal amount of the Primero
Convertible Note in cash. On August 7, 2012, the Company received an additional 8,422,460 Primero shares as settlement of the outstanding
$30 million principal amount. As a result of the share issuance, the Companys shareholding increased to 40.9% of the issued and
outstanding common shares of Primero. Subsequently, on October 10, 2012, the Company completed a secondary offering of the 8,422,460
shares for total proceeds of C$44 million ($45 million). Immediately following completion of the sale, the Companys shareholding
decreased to 32.2% of the issued and outstanding common shares of Primero.
Interest income on the notes for the year ended December 31, 2012 amounted to $3 million, net of a nominal amount of accretion (2011 $6
million, net of $1 million of accretion). The accrued interest receivable at December 31, 2012 of $nil million (December 31, 2011 $5
million) is included in other current assets (note 12) .

GOLDCORP | 32
10. INVENTORIES AND STOCKPILED ORE

At December 31
2012
At December 31
2011
Supplies $ 244 $ 179
Finished goods 80 80
Work-in-process 38 23
Heap leach ore 304 237
Stockpiled ore 171 136
837 655
Less: non-current stockpiled ore (note 19) (115 ) (81 )

$ 722 $ 574
11. NOTES RECEIVABLE

At December 31
2012
At December 31
2011
$60 million 1-year Primero convertible note $ - $ 30
$50 million 5-year Primero promissory note 42 52
42 82
Current notes receivable within one year (5 ) (40 )
Non-current notes receivable after one year $ 37 $ 42
(In millions of United States dollars, except where noted)




GOLDCORP | 33
12. OTHER CURRENT ASSETS

At December 31
2012
At December 31
2011
Current derivative assets (note 23(a)) $ 42 $ 21
Prepaid expenses and other 46 48
Marketable securities (notes 18 & 23(b)) 12 15
Money market investments - 272
Income taxes receivable 25 5
Other receivables 45 -

$ 170 $ 361

(a) The Company may hold certain cash balances as deposits with terms greater than 90 days. The investments are classified as held-to-
maturity and measured at amortized cost.
(a)
(In millions of United States dollars, except where noted)




GOLDCORP | 34
13. MINING INTERESTS
Mining properties
Depletable Non-depletable

Reserves and

resources
Reserves and

resources
Exploration

potential
Plant and
equipment


Investments
in
associates Total
Cost
At January 1, 2012 $ 7,087 $ 5,682 $ 8,833 $ 3,993 $ 1,536 $ 27,131
Expenditures on mining interests 642 624 9 740 506 2,521
Share of net earnings of associates - - - - 47 47
Transfers and other movements 147 222 (302) 205 (1) 271
At December 31, 2012 7,876 6,528 8,540 4,938 2,088 29,970
Accumulated depreciation and
depletion
At January 1, 2012 (1,780) - - (1,142) (2,922)
Depreciation and depletion (399) - - (324) (723)
Transfers and other movements (44) - - 86 42
At December 31, 2012 (2,223) - - (1,380) (3,603)
Carrying amount December 31,
2012 $ 5,653 $ 6,528 $ 8,540 $ 3,558 $ 2,088 $ 26,367
Mining properties
Depletable Non-depletable

Reserves and

resources
Reserves and

resources
Exploration

potential
Plant and
equipment


Investments
in
associates Total
Cost
At January 1, 2011 $ 6,147 $ 4,995 $ 9,649 $ 3,403 $ 1,251 $ 25,445
Expenditures on mining interests 442 431 13 475 447 1,808
Share of net losses of associates - - - - (98 ) (98 )
Return of capital invested - - - - (64 ) (64 )
Transfers and other movements 498 256 (829 ) 115 - 40
At December 31, 2011 7,087 5,682 8,833 3,993 1,536 27,131
Accumulated depreciation and depletion
At January 1, 2011 (1,357 ) - - (863 ) (2,220 )
Depreciation and depletion (423 ) - - (307 ) (730 )
Transfers and other movements - - - 28 28
At December 31, 2011 (1,780 ) - - (1,142 ) (2,922 )
Carrying amount December 31, 2011 $ 5,307 $ 5,682 $ 8,833 $ 2,851 $ 1,536 $ 24,209
(h)(i) (c)(d)
(a)(b)
(c)(d)
(g)
(e)
(g)
(h)(i) (c)
(a)(b)
(c)
(f)
(g)
(e)
(g)
(In millions of United States dollars, except where noted)

A summary by property of the carrying amount of mining properties is as follows:



The amounts capitalized were determined by applying the weighted average cost of borrowings during the years ended December 31,
2012 and 2011 of 8.57% proportionately to the accumulated qualifying expenditures on mining interests.




Mining Properties


Depletable Non-depletable


Reserves and

resources
Reserves and

resources
Exploration

potential
Plant and
equipment
At December 31
2012
At December 31
2011
Red Lake $ 647 $ 905 $ 759 $ 475 $ 2,786 $ 2,592
Porcupine 309 58 - 145 512 442
Musselwhite 157 6 119 237 519 467
lonore - 1,258 - 446 1,704 1,235
Peasquito 3,089 775 5,591 1,221 10,676 10,488
Los Filos 538 37 - 180 755 733
El Sauzal 63 - - 13 76 101
Marlin 469 64 35 171 739 725
Cerro Blanco - 167 - 8 175 129
Alumbrera 201 - 34 142 377 424
Cerro Negro - 2,001 1,781 343 4,125 3,670
Marigold 155 6 20 67 248 222
Wharf 25 - - 16 41 36
El Morro - 1,251 115 17 1,383 1,272
Corporate and other
- - 86 77 163 137

$ 5,653 $ 6,528 $ 8,540 $ 3,558 $ 24,279 $ 22,673
Investments in
associates
Pueblo Viejo 1,546 1,052
Primero 197 100
Tahoe 345 384

2,088 1,536

$ 26,367 $ 24,209
(a) Includes capitalized borrowing costs incurred during the years ended December 31 as follows:
2012 2011
lonore $ 14 $ 8
Camino Rojo 7 9
Cerro Negro 26 25
El Morro 16 17

$ 63 $ 59

(b) During the year ended December 31, 2012, the Company incurred $207 million (2011 $198 million) in exploration and evaluation
expenditures, of which $152 million (2011 $137 million) have been capitalized and included in expenditures on mining interests. The
remaining $55 million (2011 $61 million) were expensed.

(c) During the year ended December 31, 2012, the Company recognized a reversal of impairment expense of $65 million (2011
impairment expense of $65 million) in respect of the Companys investment in Primero.

(d) On August 7, 2012, the Company received an additional 8,422,460 Primero shares as settlement of the outstanding $30 million principal
of the 1-year convertible note receivable from Primero. As a result of the share issuance, the Companys shareholding increased to
40.9% of the issued and outstanding common shares of Primero. Subsequently, on October 10, 2012, the Company completed a
secondary offering of the 8,422,460 shares for total proceeds of C$44 million ($45 million)
(h)(i)
(j)
(a)
(a)(j)
(a)
(a)
(k)
(f)
(c)(d)
(j)
GOLDCORP | 35
(In millions of United States dollars, except where noted)












GOLDCORP | 36

and recognized a gain of $12 million, net of selling costs of $2 million. Immediately following completion of the sale, the Companys
shareholding decreased to 32.2% of the issued and outstanding common shares of Primero.

(e) Depreciation and depletion expensed for the year ended December 31, 2012 was $675 million (2011 $694 million) as compared to
total depreciation and depletion of $723 million (2011 $730 million) due to the capitalization of depreciation of $38 million (2011
$15 million) relating to development projects, and movements in amounts allocated to work in progress inventories of $10 million
(2011 $21 million).

(f) During the year ended December 31, 2011, the Company received a $64 million return of its investment in Dominicana Holdings Inc.,
the entity that indirectly owns the Pueblo Viejo project, which has been accounted for as a reduction in the Companys investments in
associates balance included in mining interests. There was no return of investment during the year ended December 31, 2012.

(g) Transfers and movements primarily represent the reclassification of carrying amounts of reserves, resources and exploration potential as
a result of the conversion of the categories of mining properties, and deposits on mining interests which are capitalized and included in
the carrying amounts of the related mining properties during the period.

(h) At December 31, 2012, assets under construction and therefore not yet being depreciated, included in the carrying amount of plant and
equipment, amounted to $786 million (December 31, 2011 $477 million).

(i) At December 31, 2012, finance leases included in the carrying amount of plant and equipment amounted to $86 million (December 31,
2011 $2 million).

(j) The Companys 100% interests in the Camino Rojo gold project in Mexico and the Cochenour gold project in Canada are included in
the carrying amounts of the Peasquito and Red Lake mining properties, respectively.

(k) Corporate and other includes exploration properties in Mexico with a carrying value as at December 31, 2012 of $86 million (2011
$86 million).

(l) Certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter
returns (NSRs), modified NSRs, net profits interest (NPI) and/or net earnings. Royalties are expensed at the time of the sale of gold
and other metals. For the year ended December 31, 2012, royalties included in production costs amounted to $125 million (2011 $153
million) (note 8) . At December 31, 2012, the significant royalty arrangements of the Company were as follows:

Producing mining properties:
Musselwhite 1 5% of NPI
Peasquito 2% of NSR
Marlin 5% of NSR
Alumbrera

3% of modified NSR plus 20%
YMAD royalty
Marigold 5 10% of NSR
Development projects:
lonore 2.2 3.5% of NSR
Cerro Blanco 4% of NSR
Cerro Negro

3 4% of modified NSR
and 1% of net earnings
El Morro 2% of NSR
Pueblo Viejo 3.2% of NSR; 0 28.8% NPI


On January 26, 2012, the Government of Guatemala and the Guatemalan Chamber of Industry publicly announced an agreement to
voluntarily increase the royalties paid on the production of precious metals in Guatemala from 1% to 4% of gross revenues. In addition
to this increase, Marlin has agreed to pay an additional 1% voluntary royalty.
(i)
(i)
(i)
(In millions of United States dollars, except where noted)

At December 31, 2012, the Company has a 40% interest in Pueblo Viejo, a 32.1% interest in Primero and a 39.9% interest in Tahoe
which are accounted for using the equity method and the Company adjusts each associates financial results where appropriate to give effect
to uniform accounting policies. Summarized financial information of Pueblo Viejo, Primero, and Tahoe is as follows:






GOLDCORP | 37
14. INVESTMENTS IN ASSOCIATES
Years ended December 31 2012 2011
Revenues $ 183 $ 157
Net losses of associates $ (34) $ (80)
The Companys equity share of net losses of associates $ (18) $ (33)



At December 31
2012
At December 31
2011
Current assets $ 590 $ 542
Non-current assets 5,651 4,501

6,241 5,043
Current liabilities (349) (292)
Non-current liabilities (3,086) (1,979)

(3,435) (2,271)
Net assets $ 2,806 $ 2,772
The Companys equity share of net assets of associates $ 1,076 $ 1,090


2012 2011
Cost of the Companys investments in associates at January 1 $ 1,536 $ 1,251
Expenditures and investments, net of distributions (note 13) 506 383
Ownership interest in associates acquired in the year (note 13(d)) 30 -
Partial disposition of investment in associate (note 13(d)) (31) -
The Companys share of net losses of associates (18) (33)
Impairment reversal (expense) of investment in associate (note 13(c)) 65 (65)
Cost of the Companys investments in associates at December 31 $ 2,088 $ 1,536

(a) The quoted market values of the Companys investments in Primero and Tahoe at December 31, 2012 was $200 million and $1,062
million, respectively, based on the closing share prices.

(b) During the year ended December 31, 2012, Pueblo Viejo recognized an impairment expense of $35 million, net of tax (Goldcorps
share $14 million), in respect of certain power assets (December 31, 2011 $45 million, net of tax; Goldcorps share $18 million).

(c) At December 31, 2012, the Companys share of associates commitments is $88 million (2011 $326 million). These commitments
are included in the Companys consolidated commitments (note 23(d)(ii)).

(d) On December 13, 2012, Primero announced its intention to acquire 100% of the issued and outstanding shares of Cerro Resources NL
(Cerro). Cerro holds a 69% interest in the feasibility stage Cerro del Gallo project in Mexico. The remaining 31% of the Cerro del
Gallo project is held by the Company. Upon completion of the transaction, the Company would hold a direct and indirect holding of
approximately 53% in the project.
(a) (a)
(b)
(In millions of United States dollars, except where noted)

The Company has a 37.5% interest in one jointly controlled entity, Alumbrera . The Companys share of net earnings and comprehensive
income and cash flows of Alumbrera for the years ended December 31 is as follows:





GOLDCORP | 38
15. JOINTLY CONTROLLED ENTITY
2012 2011
Revenues $ 615 $ 571
Production costs (301) (335)
Depreciation and depletion (73) (60)
Earnings from mine operations 241 176
Finance costs (3) (6)
Other income/expenses (4) -
Income taxes (71) (52)
Net earnings and comprehensive income $ 163 $ 118


2012 2011
Operating activities $ 140 $ 224
Investing activities (23) (21)
Financing activities - (211)
Increase (decrease) in cash and cash equivalents $ 117 $ (8)
The Companys share of Alumbreras net assets is as follows:


At December 31
2012
At December 31
2011
Current assets $ 333 $ 139
Mining interests 377 424
Other non-current assets 98 69

808 632
Current liabilities (113) (95)
Deferred income taxes (108) (118)
Provisions (18) (19)

(239) (232)
Net assets $ 569 $ 400

(a) The Companys share of commitments and contingent liabilities of Alumbrera incurred jointly by investors is $4 million (December
31, 2011 $6 million), excluding the option payments arising from Alumbreras acquisition of the Agua Rica project.

(b) Financing activities is comprised of intercompany payments including dividends, intercompany loans and interest payments which are
eliminated upon consolidation.

(c) As a result of the application of new accounting standards effective for annual periods on or after January 1, 2013 ( note 4 ), the
Company anticipates that its 37.5% interest in Alumbrera, which is currently proportionately consolidated in the Companys
consolidated financial statements, will be required to be accounted for using the equity method and the Companys share of net
earnings and net assets will be separately disclosed in the Consolidated Statements of Earnings and Cash Flows, and Consolidated
Balance Sheets, respectively.
(a)
(b)
(In millions of United States dollars, except where noted)

The Companys reportable operating segments reflect the Companys individual mining interests and are reported in a manner consistent
with the internal reporting used by the Companys management to assess the Companys performance.
Significant information relating to the Companys reportable operating segments are summarized in the tables below:


GOLDCORP | 39
16. SEGMENTED INFORMATION

Revenues

Depreciation
and depletion
Earnings
(loss) from
operations and
associates
Expenditures
on mining
interests
Year ended December 31, 2012
Red Lake $ 852 $ 83 $ 503 $ 281
Porcupine 439 51 88 111
Musselwhite 403 44 161 99
lonore - - - 471
Peasquito 1,588 207 640 259
Los Filos 565 50 325 85
El Sauzal 137 35 41 9
Marlin 551 100 256 97
Cerro Blanco - - - 46
Alumbrera (note 15) 615 73 241 29
Cerro Negro - - - 322
Marigold 160 17 67 46
Wharf 125 4 67 8
El Morro - - - 112
Pueblo Viejo - - (12 ) 506
Other - 11 (207 ) 40
Total $ 5,435 $ 675 $ 2,170 $ 2,521
Year ended December 31, 2011
Red Lake $ 971 $ 89 $ 636 $ 268
Porcupine 434 80 132 92
Musselwhite 381 36 158 67
lonore - - - 234
Peasquito 1,144 170 376 170
Los Filos 522 58 302 74
El Sauzal 160 43 62 11
Marlin 907 129 607 105
Cerro Blanco - - - 45
Alumbrera (note 15) 571 60 176 27
Cerro Negro - - - 122
Marigold 163 19 61 25
Wharf 109 3 58 16
El Morro - - - 95
Pueblo Viejo - - (16 ) 447
Other - 7 (314 ) 10
Total $ 5,362 $ 694 $ 2,238 $ 1,808
(d) (e)(f) (g)
(a)
(a)
(h)
(c)
(a)
(a)
(h)
(c)
(In millions of United States dollars, except where noted)





GOLDCORP | 40
Total assets

At December 31
2012
At December 31
2011
Red Lake $ 3,477 $ 3,039
Porcupine 552 483
Musselwhite 550 488
lonore 1,808 1,269
Peasquito 11,790 11,363
Los Filos 1,223 1,226
El Sauzal 73 222
Marlin 872 1,159
Cerro Blanco 180 133
Alumbrera 808 632
Cerro Negro 5,312 4,732
Marigold 356 324
Wharf 83 105
El Morro 1,395 1,292
Pueblo Viejo 1,546 1,052
Other 1,187 1,855
Total $ 31,212 $ 29,374
Total liabilities

At December 31
2012
At December 31
2011
Red Lake $ 124 $ 95
Porcupine 259 173
Musselwhite 93 81
lonore 492 392
Peasquito 3,011 2,947
Los Filos 116 103
El Sauzal 60 60
Marlin 115 97
Cerro Blanco 3 5
Alumbrera 233 228
Cerro Negro 1,362 1,203
Marigold 71 71
Wharf 39 51
El Morro 468 448
Other 1,837 1,935
Total $ 8,283 $ 7,889

(a) The Companys 100% interests in the Camino Rojo gold project in Mexico and the Cochenour gold project in Canada are included in
the Peasquito and Red Lake reportable operating segments, respectively.

(b) Total assets include the reduction in the Companys investment balance as a result of the $64 million return of the Companys
investment received during the year ended December 31, 2011 (note 13(f)).

(c) Includes corporate activities, the Companys investments in and results of Primero and Tahoe, certain exploration properties in Mexico
and corporate assets which have not been allocated to the above segments. Total corporate assets and liabilities at December 31, 2012
were $559 million and $1,837 million, respectively (December 31, 2011 $1,285 million and $1,935
(a)
(a)
(h)
(b)
(c)
(a)
(a)
(c)
(In millions of United States dollars, except where noted)








The carrying amount of goodwill has been allocated to the Companys CGUs and included in the respective operating segment assets in note
16 as shown below:


GOLDCORP | 41

million). At December 31, 2012, exploration properties in Mexico had total assets and total liabilities carrying values of $86 million
and $nil, respectively (December 31, 2011 $86 million and $nil, respectively).

(d) The Companys principal product is gold dor with the refined gold bullion sold primarily in the London spot market. Concentrate
produced at Peasquito and Alumbrera, containing both gold and by-product metals, is sold to third party refineries. The Companys
revenues from operations (excluding attributable share of revenues from associates) for the years ended December 31 are as follows:
2012 2011
Gold $ 3,908 $ 3,912
Silver 815 795
Copper 366 338
Zinc 234 195
Lead 97 104
Other 15 18
$ 5,435 $ 5,362
(e) Intersegment sales and transfers are eliminated in the above information reported to the Companys chief operating decision maker.

(f) The $82 million of net income for the year ended December 31, 2012 (2011 net income of $329 million), which reconciles the
Companys earnings from operations and associates of $2,170 million (2011 $2,238 million) to the Companys earnings before taxes
of $2,252 million (2011 $2,567 million), mainly arose from corporate activities and would be primarily allocated to the Other
reportable operating segment.

(g) Segmented expenditures on mining interests include capitalized borrowing costs, net of investment tax credits and are presented on an
accrual basis (note 13) . Expenditures on mining interests and interest paid in the Consolidated Statements of Cash Flows are presented
on a cash basis. For the year ended December 31, 2012, the change in accrued expenditures was an increase of $164 million (2011
increase of $114 million).

(h) In respect of government regulations, the Company became subject to import restrictions enacted in Argentina relating to equipment,
materials and services required for the construction of the Cerro Negro project. In addition, new import substitution requirements were
announced in May 2012 requiring the Company to submit its import programs for review 120 days in advance. These new regulations
have subjected the Company to delays in the project schedule.
17. GOODWILL

At December 31
2012
At December 31
2011
Cerro Negro $ 975 $ 975
Red Lake 405 405
Peasquito 283 283
Los Filos 74 74
$ 1,737 $ 1,737
(In millions of United States dollars, except where noted)

Goodwill is assessed for impairment annually as at December 31, or when circumstances indicate there may be an impairment, and is
allocated to CGUs on the basis of managements internal review. The recoverable amounts of CGUs with allocated goodwill as noted above
have been determined by reference to the CGUs future after-tax cash flows expected to be derived from the Companys mining properties
less estimated costs to sell the mining properties. The after-tax cash flows have been determined based on life of mine after-tax cash flow
projections which incorporate managements best estimates of future metal prices, production based on current estimates of recoverable
reserves and resources, exploration potential, future operating costs and non-expansionary capital expenditures, and long-term foreign
exchange rates. Cash flow projections beyond five years are based on life of mine plans assuming management estimates of long-term metal
prices.
The projected cash flows are significantly affected by changes in assumptions about metal selling prices, future capital expenditures,
production cost estimates, discount rates and exchange rates. Metal selling prices are estimated based on historical price volatility and
market consensus pricing. For the 2012 year end annual assessment, metal prices assumptions ranged from $1,600 to $1,350 per ounce for
gold; $30 to $24 per ounce for silver; $3.50 to $3.00 per pound for copper; $0.95 to $0.85 per pound for zinc; and $0.95 to $0.80 per pound
for lead. The exchange rate assumption is based on managements estimate of consensus long-term rates at the time of impairment
assessment. The cash flow projections are discounted using an after-tax discount rate of 5% which represents the Companys weighted-
average cost of capital. A sustained 15% decrease in long-term metal prices assumptions, by itself, could have an adverse impact on the
estimated recoverable amounts of the CGUs.
The Company has not recognized impairment losses on the goodwill balances as at December 31, 2012 and 2011.


The Company has investments in equity securities in accordance with its long-term investment plans. These investments are classified as
non-current assets if the Company intends to hold the investment for more than 12 months. Those securities the Company does not intend to
hold for the long-term are classified as marketable securities within other current assets. The equity securities are classified as available-for-
sale and measured at fair value with mark-to-market gains and losses recognized directly in other comprehensive income (note 23(b)) .

GOLDCORP | 42
18. INVESTMENTS IN SECURITIES

At December 31
2012
At December 31
2011
Equity securities available-for-sale $ 174 $ 222
Less: marketable securities classified as other current assets (note 12) (12) (15)

$
162 $ 207
(In millions of United States dollars, except where noted)




On June 5, 2009, the Company issued convertible senior notes (the Notes or the Companys Notes) with an aggregate principal amount
of $863 million. The Notes are unsecured and bear interest at an annual rate of 2.0% payable semi-annually in arrears on February 1 and
August 1 of each year, beginning on February 1, 2010, and mature on August 1, 2014.
Holders of the Notes may convert the Notes at their option at any time during the period from May 1, 2014 to the maturity date and at any
time during the period from June 5, 2009 to May 1, 2014, subject to certain market and other conditions. The Notes are convertible into the
Companys common shares at a conversion rate of 20.8407 common shares for every $1,000 principal amount of Notes, subject to
adjustment in certain events. Subject to satisfaction of certain conditions, the Company may, upon conversion by the holder, elect to settle in
cash or a combination of cash and common shares. The Notes are non-redeemable, except upon occurrence of certain changes in Canadian
withholding tax laws or a fundamental change.
The option to settle in cash upon conversion results in the conversion feature of the Notes being accounted for as an embedded derivative
which must be separately accounted for at fair value upon initial recognition. Subsequently, the conversion feature is measured at fair value
at each reporting date and the movement reported in net earnings (note 23(c)(ii)) . The carrying amount of the debt component upon initial
recognition was calculated as the difference between the proceeds received for the Notes and the fair value of the conversion feature, and is
accreted to the face value of the Notes over the term of the Notes using an annual effective interest rate of 8.57%.
Of the $63 million of interest incurred on the Notes for the year ended December 31, 2012 (2011 $59 million), which includes $46 million
of accretion (2011 $42 million), $63 million has been capitalized as part of the costs of qualifying mining properties (2011 $59 million)
(note 13(a)) . Interest incurred, including accretion expense, that has not been capitalized is included in finance costs in the Consolidated
Statements of Earnings.

GOLDCORP | 43
19. OTHER NON-CURRENT ASSETS

At December 31
2012


At December 31
2011
Sales/indirect taxes recoverable $ 100 $ 41
Stockpiled ore (note 10) 115 81
Other 71 34

$
286

$ 156
20. LONG TERM DEBT

At December 31
2012


At December 31
2011
$863 million convertible senior notes

$
783 $ 737
(In millions of United States dollars, except where noted)


Reclamation and closure cost obligations
The Company incurs reclamation and closure cost obligations relating to its operating, inactive and closed mines and development projects.
The present value of obligations relating to operating and inactive mines and development projects is currently estimated at $261 million,
$221 million and $37 million, respectively (December 31, 2011 $236 million, $137 million and $22 million, respectively) reflecting
anticipated cash flows to be incurred over approximately the next 100 years. Significant reclamation and closure activities include land
rehabilitation, demolition of buildings and mine facilities, ongoing care and maintenance and other costs.
The total provision for reclamation and closure cost obligations at December 31, 2012 is $519 million (December 31, 2011 $395 million).
The undiscounted value of these obligations is $2,813 million (December 31, 2011 $1,354 million), calculated using an effective weighted
inflation rate assumption of 2% (December 31, 2011 2%). Accretion expense of $16 million has been charged to earnings for the year
ended December 31, 2012 (2011 $14 million) to reflect an increase in the carrying amount of the reclamation and closure cost obligations
which has been determined using an effective weighted discount rate of 4.9% (note 6(g)) . Changes to the reclamation and closure cost
obligations during the years ended December 31 are as follows:


GOLDCORP | 44
21. PROVISIONS

At December 31
2012
At December 31
2011
Reclamation and closure cost obligations $ 519 $ 395
Less: current portion included in other current liabilities (17) (31)
502 364
Other 16 11
$ 518 $ 375
2012 2011
Reclamation and closure cost obligations beginning of year $ 395 $ 360
Reclamation expenditures (21) (23)
Accretion expense, included in finance costs (note 9) 16 14
Revisions in estimates and obligations incurred 129 44
Reclamation and closure cost obligations end of year $ 519 $ 395
(In millions of United States dollars, except where noted)


Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to
earnings before taxes. These differences result from the following items:


Income tax (expenses) recoveries recognized in other comprehensive income (note 23(b)) are as follows:


GOLDCORP | 45
22. INCOME TAXES
Years ended December 31 2012 2011
Current income tax expense $ 535 $ 473
Deferred income tax (recovery) expense (32) 213
Income taxes

$
503 $ 686
Years ended December 31 2012 2011
Earnings before taxes $ 2,252 $ 2,567
Canadian federal and provincial income tax rates 25.0% 26.5%
Income tax expense based on Canadian federal and provincial income tax rates 563 680
Increase (decrease) attributable to:
Impact of foreign exchange on deferred income tax assets and liabilities (32) 89
Other impacts of foreign exchange 1 (9)
Non-deductible expenditures 24 30
Effects of different foreign statutory tax rates on earnings of subsidiaries 36 (68)
Non-taxable portion of gain on disposition of securities (note 23(b)(ii)) - (45)
Non-taxable mark-to-market gains on convertible debt and Goldcorp share purchase warrants (32) (19)
Investment (write-ups) write-downs not tax effected (5) 30
Changes in reserves for tax positions (31) 6
Impact of increase in Qubec mining tax rates - 23
Provincial mining taxes and resource allowance 32 53
Impact of future income tax rates applied versus current statutory rates (4) (26)
Impact of Mexican inflation on tax values (22) (24)
Other (27) (34)


$
503 $ 686

(a) The Canadian Federal corporate tax rate decreased from 16.5% to 15.0% in 2012, resulting in a decrease in the Companys statutory
tax rate from 26.5% to 25.0%.
Years ended December 31 2012 2011
Net valuation losses on available-for-sale investments recognized in other comprehensive income

$
4 $ 26
Net valuation losses on available-for-sale investments recognized in net earnings (8) (11)
Gain on disposition of securities recognized in net earnings 1 42


$
(3)
$
57
(a)
(In millions of United States dollars, except where noted)

The significant components of deferred income tax assets and liabilities are as follows:




The Companys financial assets and liabilities classified as at FVTPL are as follows:

In addition, accounts receivable have been designated and classified as at FVTPL and loans and receivables by the Company as
follows:



At December 31
2012
At December 31
2011
Deferred income tax assets
Unused non-capital losses
$

37 $ 27
Investment tax credits 24 36
Deductible temporary differences relating to:
Reclamation and closure cost obligations 119 91
Other 67 71

247 225
Deferred income tax liabilities
Taxable temporary differences relating to:
Mining interests (5,605) (5,519)
Other (184) (266)

(5,789) (5,785)
Deferred income tax liabilities, net $ (5,542) $ (5,560)

(a) The Company believes that it is probable that the results of future operations will generate sufficient taxable income to realize the
above noted deferred income tax assets. At December 31, 2012, the Company had alternative minimum tax (AMT) credits with a tax
benefit of $16 million (December 31, 2011 $12 million) which have not been recognised as deferred income tax assets. The AMT
credits have no expiry date.
23. FINANCIAL INSTRUMENTS
(a) Financial assets and liabilities classified as at FVTPL

At December 31
2012
At December 31
2011
Current derivative assets (note 12)
Foreign currency, heating oil, copper, lead and zinc contracts $ 42 $ 20
Investments in warrants - 1

$ 42 $ 21
Current derivative liabilities
Foreign currency, heating oil, copper, lead and zinc contracts $ (30) $ (28)
Non-financial contract to sell silver to Silver Wheaton (38) (37)

$ (68) $ (65)
Non-current derivative liabilities
Non-financial contract to sell silver to Silver Wheaton $ (22) $ (53)
Conversion feature of convertible senior notes (57) (184)

$ (79) $ (237)

At December 31
2012
At December 31
2011
Arising from sales of metal concentrates classified as at FVTPL $ 410 $ 292
Not arising from sales of metal concentrates classified as loans and receivables 303 181
Accounts receivable $ 713 $ 473
(a)
(i)
(i)
(iii)
GOLDCORP | 46
(In millions of United States dollars, except where noted)

The net gains (losses) on derivatives for the years ended December 31 were comprised of the following:


At December 31, 2012, management estimates that the fair value of the Companys commitment to deliver 1.5 million ounces of silver to
Silver Wheaton during each of the remainder of the four contract years ending August 5, 2014 at a fixed price per ounce is $60 million
(December 31, 2011 $90 million). The fair value was estimated as the difference between the forward market prices of silver for the
remainder of the four contract years ending August 5, 2014 ranging from $30.24 to $30.42 per ounce (December 31, 2011 $28.04 to
$29.55 per ounce) and the fixed price of $4.04 per ounce, subject to an annual adjustment for inflation, receivable from Silver Wheaton,
multiplied by the remaining ounces to be delivered, and discounted using the Companys after-tax weighted average cost of capital. Of the
$60 million (December 31, 2011 $90 million), $38 million (December 31, 2011 $37 million) is included in current derivative liabilities
with the remaining amount included in non-current derivative liabilities. The Company recorded a net loss on derivatives in the year ended
December 31, 2012 of $11 million (2011 net loss of $2 million) comprised of a realized loss of $20 million (2011 realized loss of $26
million) on ounces delivered during the year and an unrealized gain of $9 million (2011 unrealized gain of $24 million) on remaining
ounces to be delivered. The remaining total ounces to be delivered by the Company as at December 31, 2012 were 2.4 million ounces
(December 31, 2011 3.9 million ounces).

During the three months ended June 30, 2011, 7.8 million of the Companys 9.2 million share purchase warrants were exercised for total
proceeds of C$350 million ($358 million). The Company reclassified $14 million from current liabilities to share capital, representing the
fair value of the share purchase warrants on the dates of exercise. The Companys remaining 1.4 million outstanding share purchase
warrants expired unexercised on June 9, 2011.
The Company recorded a $28 million net gain on derivatives in the Consolidated Statement of Earnings during the year ended December 31,
2011 representing the change in fair value of share purchase warrants outstanding during the period to the dates of exercise or expiry.

At December 31, 2012, non-current derivative liabilities included $57 million (December 31, 2011 $184 million) representing the fair
value of the conversion feature of the Companys Notes outstanding (note 20). During the year ended December 31, 2012, the Company
recognized an unrealized gain of $127 million on derivatives, representing the change in fair value of the conversion feature of the
Companys Notes during the year (2011 $49 million unrealized gain).

GOLDCORP | 47
Years ended December 31 2012 2011
Realized gains (losses)
Foreign currency, heating oil, copper, lead, zinc and silver contracts $ 20 $ 14
Non-financial contract to sell silver to Silver Wheaton (20) (26)
Share purchase warrants - 33

- 21
Unrealized gains (losses)
Foreign currency, heating oil, copper, lead, zinc and silver contracts 20 -
Investments in warrants (1) (7)
Non-financial contract to sell silver to Silver Wheaton 9 24
Share purchase warrants - (5)
Conversion feature of convertible senior notes 127 49

155 61

$ 155 $ 82
(i) Non-financial contract to sell silver to Silver Wheaton
(ii) Share purchase warrants
(iii) Conversion feature of convertible senior notes
(i)
(ii)
(i)
(ii)
(iii)
(In millions of United States dollars, except where noted)

The Companys investments in marketable securities (included in other current assets (note 12) ) and other equity securities (classified as
non-current (note 18) ) are classified as available-for-sale. The unrealized gains (losses) on available-for-sale investments recognized in
other comprehensive income for the years ended December 31 were as follows:





The categories of fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:
Level 1 quoted prices in active markets for identical assets or liabilities;
Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or
indirectly (i.e., derived from prices); and
Level 3 inputs for the asset or liability that are not based on observable market data.

GOLDCORP | 48
(b) Financial assets classified as available-for-sale


2012 2011
Mark-to-market losses on equity securities $ (56) $ (225)
Deferred tax recovery in OCI 4 26
Mark-to-market losses on available-for-sale securities, net of tax (52) (199)
Reclassification adjustment for impairment losses recognized in net earnings, net of tax of $8 million 63 76
Reclassification adjustment for realized gains on disposition of available-for-sale securities recognized in net
earnings, net of tax of $1 million (2011 $42 million) (3) (294)

$ 8 $ (417)

(i) The Company recognized an impairment expense of $71 million (2011 $87 million) on certain of its equity and marketable securities
resulting from continued declines in the market prices of the underlying securities. As a result, the $63 million, net of tax of $8
million, mark-to-market losses previously recognised in OCI were reclassified to net earnings (2011 $76 million, net of tax of $11
million).

(ii) On February 8, 2011, the Company disposed of its 10.1% interest in Osisko Mining Corporation to a syndicate of underwriters at a
price of C$13.75 per common share held, for total gross proceeds of C$530 million ($536 million). On the date of disposition, the
Company reclassified the cumulative mark-to-market gains previously recognized in OCI of $337 million to earnings for the period
and recognized a gain on disposition of $320 million ($279 million after tax), net of selling costs of $17 million. A $1 million loss on
disposal of marketable securities was recognized during the fourth quarter of 2011.
(c) Fair value information
(i) Fair value measurements of financial assets and liabilities recognized on the Consolidated Balance Sheets
(i)
(ii)
(In millions of United States dollars, except where noted)

At December 31, 2012, the levels in the fair value hierarchy into which the Companys financial assets and liabilities measured and recognized on
the Consolidated Balance Sheets at fair value are categorized as follows:

At December 31, 2012, there were no financial assets or liabilities measured and recognized on the Consolidated Balance Sheet at fair value that
would be categorized as level 3 in the fair value hierarchy above (December 31, 2011 $nil).
There were no transfers between level 1 and level 2 during the years ended December 31, 2012 and 2011.

Accounts receivable arising from sales of metal concentrates:
The Companys metal concentrate sales contracts are subject to provisional pricing with the selling price adjusted at the end of the quotational
period. At each reporting date, the Companys accounts receivable on these contracts are marked-to-market based on a quoted forward price for
which there exists an active commodity market.
Current derivative assets and liabilities:
The Companys current derivative assets and liabilities are comprised of commodity and currency forward and option contracts and the current
portion of the Companys non-financial contract to sell silver to Silver Wheaton. The fair values of the forward contracts are calculated using
discounted contractual cash flows based on quoted forward curves and discount rates incorporating LIBOR and the applicable yield curve. The
fair values of the option contracts are priced using an option pricing model which utilizes a combination of quoted prices and market-derived
inputs, including volatility estimates and option adjusted credit spreads.
Non-financial contract to sell silver to Silver Wheaton:
The fair value of ounces to be delivered is calculated using quoted silver forward prices over the contractual term less the fixed price of $4.04 per
ounce, subject to an annual adjustment for inflation, and discounted using the Companys after-tax weighted average cost of capital (note 23(a)
(i)) .
Conversion feature of convertible senior notes:
The fair value of the conversion feature is calculated using an option pricing model. The model utilizes a discounted cash flow analysis using a
discount rate with an option adjusted credit spread, and the closing price of the Companys Notes at the balance sheet date, and which are
considered to be traded in an active market (note 23(a)(iii)) .

GOLDCORP | 49
December 31, 2012 December 31, 2011
Level 1 Level 2 Level 1 Level 2
Cash and cash equivalents (note 27) $ 918 $ - $ 1,502 $ -
Marketable securities (note 12) 12 - 15 -
Accounts receivable arising from sales of metal concentrates (note 23(a)) - 410 - 292
Investments in warrants (note 23(a)(ii)) - - 1 -
Investments in equity securities (note 18) 162 - 207 -
Current derivative assets (note 23(a)) - 42 - 21
Current derivative liabilities (note 23(a)) - (68) - (65)
Non-current derivative liabilities:
Non-financial contract to sell silver to Silver Wheaton (note 23(a)(i)) - (22) - (53)
Conversion feature of convertible senior notes (note 23(a)(iii)) - (57) - (184)
(ii) Valuation methodologies for Level 2 financial assets and liabilities
(In millions of United States dollars, except where noted)

At December 31, 2012, the carrying amounts of accounts receivable not arising from sales of metal concentrates, and accounts payable and
accrued liabilities are considered to be reasonable approximations of their fair values due to the short-term nature of these instruments.
Convertible senior notes:
The initial recognition amount of the liability component of the Companys Notes has been accreted from June 5, 2009 to December 31,
2012 based on an annual effective interest rate of 8.57% (note 20) . Management estimates the market interest rate on similar borrowings
without the conversion feature has decreased to approximately 1.52% per annum as at December 31, 2012. Accordingly, the fair value of the
liability component of the Companys Notes has increased to $876 million, compared to a carrying amount of $790 million, which includes
$7 million of accrued interest payable included in accounts payable and accrued liabilities at December 31, 2012.
Primero 5-year Promissory Note:
The Primero 5-year Promissory Note has been accreted during the year ended December 31, 2012 based on an annual effective interest rate
of 5.50% (note 11) . Management estimates the market interest rate on similar borrowings has increased to approximately 5.78% per annum
as at December 31, 2012. Accordingly, the fair value of the Primero 5-year Promissory Note has decreased to $41 million, compared to a
carrying amount of $42 million (note 11) .

The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk, in
accordance with its Risk Management Policy. The Companys Board of Directors oversees managements risk management practices by
setting trading parameters and reporting requirements. The Risk Management Policy provides a framework for the Company to manage the
risks to which it is exposed in various markets and to protect itself against adverse price movements. All transactions undertaken are to
support the Companys ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative
purposes.
The following describes the types of risks that the Company is exposed to, and its objectives and policies for managing those risk exposures:

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its
obligations. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents, money market
investments, derivative assets and other receivables. To mitigate exposure to credit risk on financial assets, the Company has established
policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness and to ensure
liquidity of available funds.
The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its
products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of
customer defaults is negligible and, as a result, the credit risk associated with trade receivables at December 31, 2012 is considered to be
negligible. The Company invests its cash and cash equivalents and money market investments in highly-rated corporations and government
issuances in accordance with its short-term investment policy and the credit risk associated with its investments is considered to be low.
Foreign currency, heating oil and commodity contracts are entered into with large international financial institutions with strong credit
ratings.

GOLDCORP | 50

(iii) Fair values of financial assets and liabilities not already measured and recognized at fair value on the Consolidated Balance
Sheet
(d) Financial instrument risk exposure
(i) Credit risk
(In millions of United States dollars, except where noted)

The Companys maximum exposure to credit risk is as follows:


Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The
Company has in place a rigorous planning, budgeting and forecasting process to help determine the funds required to support the Companys
normal operating requirements on an ongoing basis and its expansionary plans. The Company ensures that sufficient committed loan
facilities exist to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of
cash and cash equivalents and money market investments.
During the year ended December 31, 2012, the Company generated cash flows from operations of $2,097 million (2011 $2,366 million).
At December 31, 2012, Goldcorp held cash and cash equivalents of $918 million (December 31, 2011 $1,502 million), of which $161
million (December 31, 2011 $44 million) is held by the Companys joint ventures and which is not available for use by the Company. At
December 31, 2012, the Company had working capital of $1,127 million (excluding working capital of the Companys joint ventures)
(December 31, 2011 $2,131 million) which the Company defines as current assets less current liabilities.
On November 23, 2011, the Company entered into a $2 billion 5-year senior revolving credit facility with a syndicate of 15 lenders. This
unsecured floating rate credit facility replaced the Companys 2007 $1.5 billion revolving credit facility. Amounts drawn incur interest at
LIBOR plus 0.875% to 1.750% per annum and undrawn amounts are subject to a 0.08% to 0.30% per annum commitment fee; both fees are
dependent on the Companys debt ratings. All amounts drawn are required to be refinanced or repaid by November 23, 2016. The revolving
credit facility was not used during 2012.
In April 2010, Barrick Gold Corporation (Barrick), the project operator, and Goldcorp finalized the terms for $1.035 billion (100% basis)
in project financing for Pueblo Viejo ($414 million Goldcorps share). The lending syndicate is comprised of international financial
institutions including two export credit agencies and a syndicate of commercial banks. The financing amount is divided into three tranches
consisting of $375 million, $400 million and $260 million with terms of fifteen years, fifteen years and twelve years, respectively. The $375
million tranche bears a fixed coupon rate of 4.02% for the entire fifteen years. The $400 million tranche bears a coupon rate of LIBOR plus
3.25% pre-completion and scales gradually to LIBOR plus 5.10% (inclusive of a political risk insurance premium) for years thirteen to
fifteen. The $260 million tranche bears a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus 4.85%
(inclusive of political risk insurance premium) for years eleven and twelve. Barrick and Goldcorp have each provided a guarantee for their
proportionate share of the loan. The guarantees will terminate upon Pueblo Viejo meeting certain operating completion tests and are subject
to a carve-out for certain political risk events. At December 31, 2012, there was a total of $940 million drawn against the credit facility
(Goldcorps share $376 million).
On December 18, 2012, the Company entered into a 1-year $469 million Argentine peso ($100 million) credit facility with a third party in
Argentina. This credit facility will be used to fund construction at the Companys Cerro Negro project. The facility bears interest at Badlar,
the average interest rate paid on short-term deposits over $1 million Argentine pesos, plus a floating

GOLDCORP | 51

At December 31
2012
At December 31
2011
Cash and cash equivalents (note 27) $ 918 $ 1,502
Accounts receivable (note 23(a)) 713 473
Other receivables (note 12) 45 -
Money market investments (note 12) - 272
Current and non-current derivative assets (note 23(a)) 42 21
Current and non-current notes receivable (note 11) 42 82
Accrued interest receivable (note 12) - 5

$ 1,760 $ 2,355
(ii) Liquidity risk
(In millions of United States dollars, except where noted)

margin based on 75% of the differential between the general lending rate and the deposit rate set by the Standard Bank Argentina S.A. At
December 31, 2012, the Company had drawn $45 million against the credit facility.
In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The
following table summarizes the remaining contractual maturities of the Companys financial liabilities and operating and capital
commitments:


At December 31, 2012, the Company had letters of credit outstanding and secured deposits in the amount of $427 million (December 31,
2011 $308 million).
In the opinion of management, the working capital at December 31, 2012, together with future cash flows from operations and available
funding facilities, is sufficient to support the Companys commitments. The Companys total planned capital expenditures for 2013 is $2.8
billion, 40% of which relate to operations and the remaining 60% to projects (Cerro Negro, lonore, Cochenour, El Morro, Camino Rojo
and Pueblo Viejo).
At December 31, 2012, the Companys committed capital expenditures payable over the next twelve months amounted to $743 million
(December 31, 2011 $765 million) including $292 million relating to the Cerro Negro Project, $123 million relating to the lonore
project, $67 million relating to the El Morro project, and $88 million representing the Companys share of committed capital expenditures of
its associates.
For the periods beyond 2013, the Companys cash flows from operations and available funding under the Companys loan facilities are
expected to sufficiently support further expansions and growth. Peasquito will be the main driver of the Companys gold production
growth expected in the next five years, with significant contributions from Red Lake, Pueblo Viejo and Cerro Negro.

GOLDCORP | 52
At December 31, 2012
At December 31
2011
Within 1 year

2 to 3
years
4 to 5
years Over 5 years Total Total
Accounts payable and accrued liabilities $ 879 $ - $ - $ - $ 879 $ 612
Current and non-current derivative liabilities (note
23(a)) 68 23 - - 91 123
Debt re-payments (principal portion) (note 20) - 863 - - 863 863
Interest payments on convertible senior notes
(note 20) 17 17 - - 34 52
Capital expenditure commitments 743 21 - - 764 765
Reclamation and closure cost obligations (note
21) 18 45 45 2,705 2,813 1,354
Minimum rental and lease payments 12 12 3 22 49 11
Other 55 7 4 64 130 72

$ 1,792 $ 988 $ 52 $ 2,791 $ 5,623 $ 3,852
(a) Excludes accrued interest on convertible senior notes which is disclosed separately in the above table.
(a)
(In millions of United States dollars, except where noted)

Currency risk
Currency risk is the risk that the fair values or future cash flows of the Companys financial instruments will fluctuate because of changes in
foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead
and zinc are sold in US dollars and the Companys costs are incurred principally in US dollars, Canadian dollars, Mexican pesos,
Argentinean pesos, Guatemalan quetzals and Chilean pesos. The appreciation of non-US dollar currencies against the US dollar can increase
the cost of gold, silver, copper, lead and zinc production and capital expenditures in US dollar terms. The Company also holds cash and cash
equivalents that are denominated in non-US dollar currencies which are subject to currency risk. Accounts receivable and other current and
non-current assets denominated in non-US dollars relate to goods and services taxes, income taxes, value-added taxes and insurance
receivables. The Company is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or
tax loss is denominated in a non-US dollar currency. Changes in exchange rates give rise to temporary differences resulting in a deferred tax
liability or asset with the resulting deferred tax charged or credited to income tax expense. At December 31, 2012, the Company had $5.5
billion of deferred income tax liabilities, of which $5.1 billion arose primarily from the acquisitions of Placer Dome Inc.s assets and Glamis
in 2006, and Camino Rojo and Cerro Negro in 2010 and which are denominated in currencies other than the US dollar.
The Company is exposed to currency risk through the following financial assets and liabilities and deferred income tax liabilities
denominated in currencies other than US dollars:

During the year ended December 31, 2012, the Company recognized a loss of $5 million on foreign exchange (2011 gain of $3 million).
Based on the above net exposures, excluding income taxes receivable (payable), current and non-current and deferred income tax liabilities
at December 31, 2012, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an approximate $2
million increase or decrease in the Companys after-tax net earnings, respectively.
During the year ended December 31, 2012, the Company recognized a net foreign exchange gain of $33 million in income tax expense on
income taxes receivable/(payable) and deferred taxes (2011 net loss of $84 million). Based on the above net exposures relating to income
taxes at December 31, 2012, a 10% depreciation or appreciation of the above currencies against

GOLDCORP | 53
(iii) Market risk
At December 31, 2012
Cash and
cash
equivalents
Accounts
receivable and
other current
and non-
current assets
Income taxes
receivable
(payable),
current and
non-current
Accounts
payable and
accrued
liabilities and
non-current
liabilities
Deferred
income tax
liabilities
Canadian dollar $ 13 $ 105 $ (88 ) $ (351 ) $ (880 )
Mexican peso 57 140 (46 ) (86 ) (2,849 )
Argentinean peso 168 117 (51 ) (167 ) (1,319 )
Guatemalan quetzal - 11 (2 ) (38 ) (18 )
Chilean peso 1 10 - (9 ) -

$ 239 $ 383 $ (187 ) $ (651 ) $ (5,066 )

At December 31, 2011
Canadian dollar $ 22 $ 58 $ (116 ) $ (238 ) $ (852 )
Mexican peso 20 58 (13 ) (86 ) (2,927 )
Argentinean peso 20 55 (17 ) (25 ) (1,304 )
Guatemalan quetzal 5 14 (3 ) (27 ) (21 )
Chilean peso 1 3 - (16 ) -

$ 68 $ 188 $ (149 ) $ (392 ) $ (5,104 )
(In millions of United States dollars, except where noted)

the US dollar would result in an approximate $116 million decrease or increase in the Companys after-tax net earnings, respectively.
During the year ended December 31, 2012 and in accordance with its Risk Management Policy, the Company entered into Canadian dollar
and Mexican peso forward and option contracts to purchase and sell the respective foreign currencies at pre-determined US dollar amounts.
These contracts were entered into to normalize operating expenses incurred by the Companys foreign operations as expressed in US dollar
terms (note 23(a)) .
Interest rate risk
Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest
rates. The Company is exposed to interest rate risk on its outstanding borrowings, its share of the Pueblo Viejo project financing, cash and
cash equivalents, money market investments, certain short-term credit facilities and interest-bearing receivables. At December 31, 2012, the
Companys revolving credit facility is subject to a floating interest rate. In addition, the Primero 5-year Promissory Note is exposed to
interest rate risk as a result of the fixed interest rate earned (note 11) . The Company monitors its exposure to interest rates and is
comfortable with its exposures given the relatively low short-term US dollar rates. The weighted-average interest rate paid by the Company
during the year ended December 31, 2012 on its revolving credit facility was nil% (2011 nil%). The average interest rate earned by the
Company during the year ended December 31, 2012 on its cash and cash equivalents was 0.21% (2011 0.20%). A 10% increase or
decrease in the interest earned from financial institutions on deposits held and money market investments would result in a nominal increase
or decrease in the Companys after-tax net earnings.
Price risk
Price risk is the risk that the fair value or future cash flows of the Companys financial instruments will fluctuate because of changes in
market prices.
The Company has a policy not to hedge gold sales. In accordance with the Companys Risk Management Policy, the Company may hedge
up to 50% and 30% of its by-product base metal sales volume over the next fifteen months and subsequent sixteen to twenty-seven months,
respectively, to manage its exposure to fluctuations in base metal prices (note 23(a)) .
The costs relating to the Companys production, development and exploration activities vary depending on the market prices of certain
mining consumables including diesel fuel and electricity. A 10% increase or decrease in diesel fuel market prices would result in a $17
million decrease or increase in the Companys after-tax net earnings. The Company does not intend to hedge against diesel fuel price
fluctuations in Mexico as the government regulates the domestic market. As and when it is determined to be favourable, the Company will
enter into hedges against diesel fuel price fluctuations in Canada and the United States. At December 31, 2012, the Company has entered
into heating oil contracts to manage its exposure to fuel prices (note 23(a)) . Electricity is regionally priced in Ontario, Canada and Mexico
and semi-regulated by the provincial and federal governments, respectively. The regulation of electricity prices reduces the risk of price
fluctuation and the Company therefore does not contemplate entering into contracts to hedge against such risk.
The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price
of each equity investment, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and
losses being recognized in other comprehensive income.

The Companys objectives of capital management are to safeguard its ability to support the Companys normal operating requirements on an
ongoing basis, continue the development and exploration of its mineral properties and support any expansionary plans.

GOLDCORP | 54
24. MANAGEMENT OF CAPITAL
(In millions of United States dollars, except where noted)

The capital of the Company consists of items included in shareholders equity and debt, net of cash and cash equivalents and money market
investments as follows:

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk
characteristics of the Companys assets. To effectively manage the entitys capital requirements, the Company has in place a rigorous
planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to
meet its operating and growth objectives. The Company ensures that there are sufficient committed loan facilities to meet its short-term
business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and
money market investments.
At December 31, 2012, the Company expects its capital resources and projected future cash flows from operations to support its normal
operating requirements on an ongoing basis, and planned development and exploration of its mineral properties and other expansionary
plans. At December 31, 2012, there was no externally imposed capital requirement to which the Company is subject and with which the
Company has not complied.


The Company granted 1.6 million stock options to its employees and officers during the year ended December 31, 2012, which vest
over a period of 3 years, are exercisable at C$35.66 to C$48.72 per option, expire in 2017, and have a total fair value of $19 million at
the date of grant. The Company granted 6.0 million stock options during the year ended December 31, 2011, which vest over a period of
3 years, are exercisable at C$46.76 to C$48.16 per option, expire in 2016 and have a total fair value of $79 million at date of grant.
The fair value of stock options granted is calculated as of the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions:

The expected volatility assumption is based on the historical and implied volatility of Goldcorps Canadian dollar common share price
on the Toronto Stock Exchange. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon
bonds with a remaining term equal to the stock options expected life.

GOLDCORP | 55

At December 31
2012
At December 31
2011
Shareholders equity $ 22,716 $ 21,272
Long-term debt 783 737
Short-term Argentine peso credit facility (note 23(d)(ii)) 45 -
23,544 22,009
Less: Cash and cash equivalents (918) (1,502)
Money market investments - (272)

$ 22,626 $ 20,235
25. SHARE-BASED COMPENSATION AND OTHER RELATED INFORMATION
(a) Stock options
2012 2011
Expected life 3.1 years 3.0 years
Expected volatility 37.6% 42.7%
Expected dividend yield 1.1% 0.8%
Estimated forfeiture rate 9.0% 9.0%
Risk-free interest rate 1.1% 2.0%
Weighted average share price of options granted $ 48.40 $ 49.31
Weighted average fair value per option $ 12.76 $ 14.49
(In millions of United States dollars, except where noted)

The following table summarizes the changes in outstanding stock options during the years ended December 31:

During the year ended December 31, 2012, the weighted average share price at the date of exercise was C$43.88 (2011 C$50.57).
The following table summarizes information about the Companys stock options outstanding at December 31, 2012:


The Company issued 1.2 million RSUs during the year ended December 31, 2012, 35,000 of which vested immediately and the
remainder vest over 3 years and which have a total fair value of $55 million at the date of issuance (weighted average fair value per
RSU $49.46). There were 0.5 million RSUs issued during the year ended December 31, 2011, 31,500 of which vested immediately
and the remainder vest over 3 years and which have a total fair value of $24 million at the date of issuance (weighted average fair value
per RSU $49.52). At December 31, 2012, there were 1.4 million RSUs outstanding (December 31, 2011 0.7 million).

Total stock options and RSUs vested during the year ended December 31, 2012 and recorded as share-based compensation expense
included in corporate administration in the Consolidated Statements of Earnings with a corresponding credit to shareholders equity was
$81 million (2011 $93 million).

GOLDCORP | 56

Options
Outstanding
(000s)
Weighted
Average
Exercise
Price
(C$/option)
At January 1, 2011 15,693 $ 37.41
Granted 5,992 48.15
Exercised (3,486) 34.56
Forfeited (625) 41.55
At December 31, 2011 17,574 $ 41.49
At January 1, 2012 17,574 $ 41.49
Granted 1,592 48.31
Exercised (1,200) 36.85
Forfeited (1,621) 46.37
At December 31, 2012 16,345 $ 42.01
Options Outstanding Options Exercisable
Exercise Prices
(C$/option)
Options
Outstanding
(000s)
Weighted
Average
Exercise
Price
(C$/option)
Weighted
Average
Remaining
Contractual
Life
(years)
Options
Outstanding
and
Exercisable
(000s)
Weighted
Average
Exercise
Price
(C$/option)
Weighted
Average
Remaining
Contractual
Life
(years)
$16.87 $19.23 672 $ 18.48 1.9 672 $ 18.48 1.9
$24.40 $25.71 632 25.64 4.4 632 25.64 4.4
$28.84 $31.93 632 31.02 3.5 632 31.02 3.5
$34.39 $37.82 2,210 35.72 1.4 2,175 35.72 1.4
$39.36 $40.79 1,542 39.76 0.5 1,514 39.76 0.5
$44.50 $46.76 4,351 44.53 2.4 2,769 44.52 2.4
$48.16 $48.72 6,306 48.28 3.4 1,710 48.16 3.2

16,345 $ 42.01 2.6 10,104 $ 38.77 2.2
(b) Restricted share units
(c) Stock options and restricted share units compensation expense
(In millions of United States dollars, except where noted)

During the year ended December 31, 2012, the Company issued 0.2 million PSUs (2011 0.3 million PSUs); with a total fair value of
$8 million (2011 $15 million) at date of issuance. The fair value of PSUs granted during the years ended December 31 was calculated
as of the date of grant using a binomial pricing model with the following weighted average assumptions:

Total share-based compensation expense included in corporate administration in the Consolidated Statements of Earnings relating to
PSUs for the year ended December 31, 2012 and recorded as liabilities was $1 million (2011 $7 million).
At December 31, 2012, the carrying amount of PSUs outstanding and included in current liabilities and other non-current liabilities was
$3 million and $5 million, respectively (December 31, 2011 $nil and $7 million). At December 31, 2012, the total intrinsic value of
PSUs outstanding and vested was $nil (December 31, 2011 $nil).

During the year ended December 31, 2012, the Company recorded compensation expense of $4 million (2011 $4 million) in corporate
administration and production costs in the Consolidated Statements of Earnings, representing the Companys contributions to the
employee share purchase plan.

The Company has an unlimited number of authorized shares and does not reserve shares for issuances in connection with the exercise of
stock options and the vesting of restricted share units.

Net earnings per share were calculated based on the following:


GOLDCORP | 57
(d) Performance share units compensation expense
2012 2011
Expected life 3 years 3 years
Expected volatility 37.2% 44.8%
Expected dividend yield < 1.0% < 1.0%
Estimated forfeiture rate 9.0% 9.1%
Risk-free interest rate 1.1% 3.4%
Weighted average share price $ 47.62 $ 45.10
(e) Employee share purchase plan
(f) Issued share capital
26. PER SHARE INFORMATION
Years ended December 31 2012 2011
Basic net earnings $ 1,749 $ 1,881
Effect of dilutive securities:
Share purchase warrants change in fair value recognized in earnings during the year - (28)
Conversion feature of convertible senior notes change in fair value recognized in earnings (127) (49)
Diluted net earnings $ 1,622 $ 1,804
(In millions of United States dollars, except where noted)

Net earnings per share from operations and net earnings per share for the years ended December 31 were calculated based on the following:

The weighted average number of stock options outstanding during the year ended December 31, 2012 was 16.1 million (2011 16.5
million), of which 5.7 million was dilutive (2011 11.8 million) and included in the above tables. The effect of the remaining 10.4 million
stock options (2011 4.7 million) was anti-dilutive because the underlying exercise prices exceeded the average market price of the
underlying common shares of C$41.26 (2011 C$48.05).
During the year ended December 31, 2011, the Companys share purchase warrants were exercised or expired (note 23(a)(ii)) . The effect of
9.2 million share purchase warrants outstanding prior to the date of exercise or expiry for the year ended December 31, 2011 was dilutive
and has been included in the above tables.
Dividends declared:
During the year ended December 31, 2012, the Company declared and paid to its shareholders dividends of $0.54 per share for total
dividends of $438 million (2011 $0.41 per share for total dividends of $330 million). For the period January 1, 2013 to February 14, 2013,
the Company declared dividends payable of $0.10 per share for total dividends of approximately $81 million.



GOLDCORP | 58
(in thousands) 2012 2011
Basic weighted-average number of shares outstanding 810,409 804,467
Effect of dilutive securities:
Stock options 1,116 2,412
Restricted share units 1,362 728
Share purchase warrants - 314
Convertible senior notes 18,073 17,975
Diluted weighted average number of shares outstanding 830,960 825,896
27. SUPPLEMENTAL CASH FLOW INFORMATION
Years ended December 31 2012 2011
Change in operating working capital
Accounts receivable $ (294) $ (76)
Inventories and stockpiled ore (138) (157)
Accounts payable and accrued liabilities 75 (9)
Income taxes payable 47 (59)
Other (1) (25)

$ (311) $ (326)
(In millions of United States dollars, except where noted)




The Companys related parties include its subsidiaries, associates over which it exercises significant influence, its joint ventures (note 3
(c)) and key management personnel. Transactions with related parties for goods and services are made on normal commercial terms and
are considered to be at arms length.

The remuneration of the Companys directors and other key management personnel during the years ended December 31 are as follows:



GOLDCORP | 59
Years ended December 31 2012 2011
Operating activities include the following cash received (paid):
Interest received
$

5 $ 3
Interest paid (2) (2)
Income taxes received 45 53
Income taxes paid (548) (583)
Investing activities of continuing operations include the following cash
received:
Net proceeds from the sale of the Osisko shares $ - $ 519
Proceeds from the maturity of money market investments and sale of other securities 289 216

$ 289 $ 735
Investing activities of discontinued operations include the following cash
received (paid):
Income taxes paid $ - $ (88)
Principal repayment on Primero Notes 10 30

$ 10 $ (58)

2012 2011
Cash and cash equivalents are comprised of:
Cash $ 493 $ 160
Short-term money market investments 425 1,342

$ 918 $ 1,502

(a) At December 31, 2012, $161 million (2011 $44 million) is held by the Companys joint ventures and is not available for use by the
Company.
28. RELATED PARTY TRANSACTIONS
(a) Related party transactions
(b) Compensation of directors and other key management personnel
2012 2011
Short-term employee benefits
$

10 $ 11
Post-employment benefits 1 1
Other long-term benefits 5 8
Share-based compensation 11 16

$ 27 $ 36

(i) Short-term employee benefits include salaries, bonuses payable within twelve months of the balance sheet date and other annual
employee benefits.
(a)
(i)
(In millions of United States dollars, except where noted)

Power delivery agreement
On January 21, 2011 (the effective date), the Company signed an agreement with a third party for the construction of a power plant by
the third party to deliver electricity to the Peasquito mine for a period of twenty years upon completion of construction with an option to
renew by the Company for three additional five-year periods. Following receipt of the necessary authorizations and completion of project
financing, the Company issued notice to commence construction on December 14, 2012. Construction is expected to be completed in 2015.
The Company retains the right to terminate the agreement if substantial completion of the construction of the plant is not achieved within
forty-two months of issuance of notice to proceed with construction. The Company has assessed that upon commencement of the power
supply to the Peasquito mine, the future purchase of electricity to which the Company has committed will be accounted for as a lease.





On January 15, 2013, the Company announced the declaration of commercial production at the Pueblo Viejo mine in the Dominican
Republic by Barrick, the mine operator.

GOLDCORP | 60
29. OTHER COMMITMENTS
30. OTHER CONTINGENCIES

(a) On May 26, 2011, the Comunidad Agrcola Los Huasco Altinos (CAHA) filed a legal proceeding (Recurso de Proteccion)
requesting the invalidation of the resolution approving the El Morro projects Environmental Impact Study that was previously issued
by the Chilean environmental authority (SEA). On April 27, 2012, the Supreme Court of Chile affirmed the relief granted by the
Court of Appeals and suspended the approval resolution until specific deficiencies are corrected by the SEA. As a result, the SEA
initiated an administrative process in June of 2012 to address the deficiencies identified by the courts. On August 7, 2012, the CAHA
filed another constitutional action against the SEA seeking to invalidate the administrative process which was initiated by the SEA. The
SEA filed a response with the court defending the validity of the administrative process on September 25, 2012. El Morro requested
approval of the Court to participate as an interested third party and filed its own defense of the administrative process. The Court of
Appeals of Copiapo heard the oral arguments of all parties on October 23, 2012 and, on October 29, 2012, it issued a resolution in
favour of the SEA, thereby confirming the validity of the administrative process. This decision was ultimately upheld by the Supreme
Court on December 6, 2012.

(b) Certain members of the Dominican Republic (DR) Congress, including the President of the Chamber of Deputies, have expressed a
desire to amend the Special Lease Agreement (SLA) to accelerate and increase the benefits that the DR will derive from the Pueblo
Viejo mine. The SLA, which provides for substantial benefits to the DR, including through royalties and taxes, in addition to the other
indirect benefits derived by the country such as through employment and purchasing of goods and services, was approved by Congress
in 2009 and cannot be unilaterally altered. However, Barrick, as the operator, while reserving its rights under the SLA, has engaged in a
dialogue with representatives of the government, with a view to achieving a mutually acceptable outcome. At this time, the outcome of
the dialogue is uncertain, but any amendments to the SLA could impact overall project economics.
31. SUBSEQUENT EVENTS
(a) Pueblo Viejo commercial production
(In millions of United States dollars, except where noted)


GOLDCORP | 61
HEAD OFFICE
Park Place
Suite 3400 666 Burrard Street
Vancouver, BC V6C 2X8
Canada
Telephone: (604) 696-3000
Fax: (604) 696-3001
Website: goldcorp.com
TORONTO OFFICE
Suite 3201 130 Adelaide Street West
Toronto, ON M5H 3P5
Canada
Telephone: (416) 865-0326
Fax: (416) 359-9787
RENO OFFICE
Suite 310 5190 Neil Road
Reno, NV 89502
United States
Telephone: (775) 827-4600
Fax: (775) 827-5044
MEXICO OFFICE
Paseo de las Palmas 425 15
Lomas de Chapultepec
11000 Mexico, D.F.
Telephone: 52 (55) 5200-9600
STOCK EXCHANGE LISTING
Toronto Stock Exchange: G
New York Stock Exchange: GG
TRANSFER AGENT
CIBC Mellon Trust Company
Suite 1600 1066 West Hastings Street
Vancouver, BC V6E 3X1
Canada
Toll free in Canada and the US:
(800) 387-0825
Outside of Canada and the US:
(416) 643-5500
Email: inquiries@cibcmellon.com
INVESTOR RELATIONS
Jeff Wilhoit
Vice President, Investor Relations
Toll free: (800) 567-6223
Email: info@goldcorp.com
AUDITORS
Deloitte LLP
Vancouver, BC
Exhibit 99.4
Mine Safety Information Pursuant to Section 1503(a) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act
The following table shows, for each of the Companys U.S. mines for which the Company is an operator and that is subject to the Federal Mine
Safety and Health Act of 1977 (the Mine Act) and administered by the U.S. Labor Departments Mine Safety and Health Administration
(MSHA), the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Financial
Reform Act). Section references below are to sections of the Mine Act.












Year Ended December 31, 2012
Mine or
Operation :
Total # of
Significant

and
Substantial

Violations
Under
104
Total #

of
Orders

Issued
Under
104
(b)
Total #
of
Citations

and
Orders
Issued
Under
104(d)
Total # of

Flagrant
Violations

Under
110(b)
(2)
Total # of

Imminent

Danger
Orders
Under
107(a)
Total
Amount of
Proposed
Assessments

from
MSHA
under the
Mine Act
Total #
of
Mining-
Related
Fatalities

Pending

Legal
Actions
as of
Last
Day of
2012
Legal
Actions
Instituted

During
2012
Legal
Actions
Resolved

During
2012
Marigold Mine
(MSHA ID#
2602081) 4 0 0 0 0 $13,734 0 0 0 0
Wharf Mine (MSHA
ID# 3901282) 15 4 0 0 0 $11,535 0 0 0 0
1 MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related
facilities.
2 Represents the total number of citations issued by MSHA under Section 104 of the Mine Act for violations of health or safety standards that
could significantly and substantially contribute to a serious injury if left unabated.
3 Represents the total number of orders issued under Section 104(b) of the Mine Act, which represents a failure to abate a citation under
Section 104(a) of the Mine Act within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of
the mine affected by the condition until MSHA determines the violation has been abated.
4 Represents the total number of citations and orders issued by MSHA under Section 104(d) of the Mine Act for unwarrantable failure to
comply with mandatory health or safety standards.
5 Represents the total number of flagrant violations identified by MSHA under Section 110(b)(2) of the Mine Act.
6 Represents the total number of imminent danger orders issued under Section 107(a) of the Mine Act.
7 Amounts represent the total United States dollar value of proposed assessments received from MSHA during the year ended December 31,
2012.
8 Represents the total number of mining-related fatalities at mines subject to the Mine Act pursuant to Section 1503(a)(1)(G) of the Financial
Reform Act.
9 Represents the total number of legal actions pending as of the last day of 2012 before the Federal Mine Safety and Health Review
Commission as required by Section 1503(a) of the Financial Reform Act.
10 Represents the total number of legal actions instituted during 2012 before the Federal Mine Safety and Health Review Commission as
required by Section 1503(a) of the Financial Reform Act.
11 Represents the total number of legal actions resolved during 2012 before the Federal Mine Safety and Health Review Commission as
required by Section 1503(a) of the Financial Reform Act.
1 2 3 4 5 6 7 8 9 10 11
In addition, as required by the reporting requirements regarding mine safety included in Section 1503(a)(2) of the Financial Reform Act, for
the year ended December 31, 2012, none of the Companys U.S. mines of which the Company is an operator has received written notice from
MSHA of:
(a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially
contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Act; or
(b) the potential to have such a pattern.
Exhibit 99.5
CERTIFICATION
I, Charles A. Jeannes, certify that:












1. I have reviewed this annual report on Form 40-F of Goldcorp Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuers other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the issuer and have:

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

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

(c) Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial
reporting; and
5. The issuers other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal
control over financial reporting.
Date: March 1, 2013 /s/ Charles A. Jeannes
Charles A. Jeannes
President and Chief Executive Officer
CERTIFICATION
I, Lindsay A. Hall, certify that:












1. I have reviewed this annual report on Form 40-F of Goldcorp Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuers other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the issuer and have:

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

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

(c) Evaluated the effectiveness of the issuers disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuers internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the issuers internal control over financial
reporting; and
5. The issuers other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the issuers auditors and the audit committee of the issuers board of directors (or persons performing the equivalent functions):

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

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuers internal
control over financial reporting.
Date: March 1, 2013 /s/ Lindsay A. Hall
Lindsay A. Hall

Executive Vice President and
Chief Financial Officer
Exhibit 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Goldcorp Inc. (the Company) on Form 40-F for the period ended December 31, 2012 as filed with
the Securities and Exchange Commission on the date hereof (the Report), I, Charles A. Jeannes, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.

A signed original of this written statement required by Section 906 has been provided to Goldcorp Inc. and will be retained by Goldcorp Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
Date: March 1, 2013 /s/ Charles A. Jeannes
Charles A. Jeannes
President and Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Goldcorp Inc. (the Company) on Form 40-F for the period ended December 31, 2012 as filed with
the Securities and Exchange Commission on the date hereof (the Report), I, Lindsay A. Hall, Executive Vice President and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.

A signed original of this written statement required by Section 906 has been provided to Goldcorp Inc. and will be retained by Goldcorp Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
Date: March 1, 2013 /s/ Lindsay A. Hall
Lindsay A. Hall
Executive Vice President and Chief Financial Officer
Exhibit 99.7
Consent of Independent Registered Chartered Accountants
We consent to the incorporation by reference in Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-
151251, 333-174376 and 333-181116 on Form S-8, and to the use of our reports dated February 14, 2013 relating to the consolidated financial
statements of Goldcorp Inc. and the effectiveness of Goldcorp Inc.s internal control over financial reporting appearing in this Annual Report on
Form 40-F of Goldcorp Inc. for the year ended December 31, 2012.
/s/ Deloitte LLP
Independent Registered Chartered Accountants
Vancouver, Canada
March 1, 2013
Exhibit 99.8
CONSENT OF STEPHANE BLAIS
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 14, 2011, as amended March 30, 2011, entitled Red Lake Gold Operation, Ontario, Canada, NI 43-101
Technical Report (the Red Lake Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Red Lake Report and the Red
Lake Gold Mines, and the properties described therein.
Date: March 1, 2013
/s/ Stephane Blais
Name: Stephane Blais, P. Eng.
Exhibit 99.9
CONSENT OF CHRIS OSIOWY
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 14, 2011, as amended March 30, 2011, entitled Red Lake Gold Operation, Ontario, Canada, NI 43-101
Technical Report (the Red Lake Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Red Lake Report and the Red
Lake Gold Mines, and the properties described therein.
Date: March 1, 2013
/s/ Chris Osiowy
Name: Chris Osiowy, P. Geo.
Exhibit 99.10
CONSENT OF IAN GLAZIER
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 14, 2011, as amended March 30, 2011, entitled Red Lake Gold Operation, Ontario, Canada, NI 43-101
Technical Report (the Red Lake Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Red Lake Report and the Red
Lake Gold Mines, and the properties described therein.
Date: March 1, 2013
/s/ Ian Glazier
Name: Ian Glazier, P. Eng.
Exhibit 99.11
CONSENT OF CARL MICHAUD
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and/or documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report that has an effective date of January 26, 2012, entitled lonore Gold Project Quebec, Canada NI 43-101 Technical
Report (the lonore Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the lonore Report and the
lonore Project, and the properties described therein.
Date: March 1, 2013
/s/ Carl Michaud
Name: Carl Michaud, Eng.
Exhibit 99.12
CONSENT OF ANDY FORTIN
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and/or documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report that has an effective date of January 26, 2012, entitled lonore Gold Project Quebec, Canada NI 43-101 Technical
Report (the lonore Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the lonore Report and the
lonore Project, and the properties described therein.
Date: March 1, 2013
/s/ Andy Fortin
Name: Andy Fortin, Eng.
Exhibit 99.13
CONSENT OF JACQUES SIMONEAU
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and/or documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report that has an effective date of January 26, 2012, entitled lonore Gold Project Quebec, Canada NI 43-101 Technical
Report (the lonore Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the lonore Report and the
lonore Project, and the properties described therein.
Date: March 1, 2013
/s/ Jacques Simoneau
Name: Jacques Simoneau, P. Geo.
Exhibit 99.14
CONSENT OF ERIC CHEN
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and/or documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report that has an effective date of January 26, 2012, entitled lonore Gold Project Quebec, Canada NI 43-101 Technical
Report (the lonore Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the lonore Report and the
lonore Project, and the properties described therein.
Date: March 1, 2013
/s/ Eric Chen
Name: Eric Chen, P. Geo.
Exhibit 99.15
CONSENT OF GUILLERMO PAREJA
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 21, 2011, entitled Goldcorp Inc., Peasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101
Technical Report (the Peasquito Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Peasquito Report and the
Peasquito Mine, and the properties described therein.
Date: March 1, 2013
/s/ Guillermo Pareja
Name: Guillermo Pareja, P. Geo.
Exhibit 99.16
CONSENT OF PETER NAHAN
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 21, 2011, entitled Goldcorp Inc., Peasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101
Technical Report (the Peasquito Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Peasquito Report and the
Peasquito Mine, and the properties described therein.
Date: March 1, 2013
/s/ Peter Nahan
Name: Peter Nahan, AusIMM
Exhibit 99.17
CONSENT OF MARYSE BELANGER
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s), information and documents:





I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated April 5, 2011, entitled Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report
on Updated Feasibility Study (the Cerro Negro Report);
2. The technical report dated March 21, 2011, entitled Goldcorp Inc., Peasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101
Technical Report (the Peasquito Report);
3. The technical report that has an effective date of January 26, 2012, entitled lonore Gold Project Quebec, Canada NI 43-101 Technical
Report (the lonore Report);
4. The technical report that has an effective date of December 31, 2012, entitled Los Filos Gold Operation Guerrero State, Mexico NI 43-101
Technical Report (the Los Filos Report); and
5. The 40-F, the MD&A and the AIF, which include references in connection with information relating to (i) the Cerro Negro Report and the
Cerro Negro Project, and the properties described therein, (ii) the Peasquito Report and the Peasquito Mine, and the properties described
therein; (iii) the lonore Report and the lonore Project, and the properties described therein, (iv) the Los Filos Report and the Los Filos
Mine, and the properties described therein, and (v) my approval of all the mineral reserves, ore reserves, and mineral resources estimates as
at December 31, 2012 contained in the AIF.
Date: March 1, 2013
/s/ Maryse Belanger
Name: Maryse Belanger, P. Geo.
Exhibit 99.18
CONSENT OF SOPHIE BERGERON
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated April 5, 2011, entitled Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report
on Updated Feasibility Study (the Cerro Negro Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Cerro Negro Report and the
Cerro Negro Project, and the properties described therein.
Date: March 1, 2013
/s/ Sophie Bergeron
Name: Sophie Bergeron, eng.
Exhibit 99.19
CONSENT OF ROBBERT BORST
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 16, 2012, entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican
Republic NI 43-101 Report (the Pueblo Viejo Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Pueblo Viejo Report and the
Pueblo Viejo Project, and the properties described therein.
Date: March 1, 2013
/s/ Robbert Borst
Name: Robbert Borst, C. Eng.
Exhibit 99.20
CONSENT OF CHESTER MOORE
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 16, 2012, entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican
Republic NI 43-101 Report (the Pueblo Viejo Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Pueblo Viejo Report and the
Pueblo Viejo Project, and the properties described therein.
Date: March 1, 2013
/s/ Chester Moore
Name: Chester Moore, P. Eng.
Exhibit 99.21
CONSENT OF ANDR VILLENEUVE
Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the 40-F) of Goldcorp Inc.
(the Company) for the fiscal year ended December 31, 2012, and any amendments thereto, to be filed with the United States Securities and
Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the AIF)
and Managements Discussion and Analysis (MD&A) of the Company for the year then ended, which are filed as exhibits to and incorporated
by reference in the 40-F.
I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my
name in connection with (including, as an expert or qualified person) the following report(s) and documents:


I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration
Statement Nos. 333-126038, 333-126039, 333-126040, 333-151243, 333-151251, 333-174376 and 333-181116 on Form S-8 of the Company.

1. The technical report dated March 16, 2012, entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican
Republic NI 43-101 Report (the Pueblo Viejo Report); and
2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Pueblo Viejo Report and the
Pueblo Viejo Project, and the properties described therein.
Date: March 1, 2013
/s/ Andr Villeneuve
Name: Andr Villeneuve, P. Eng.