Exhibit
99.3








M ANAGEMENT'S R ESPONSIBLITY
 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 Board’s 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.


Charles Jeannes
Lindsay HallPresident and Chief Executive
Officer
Executive Vice President
and Chief Financial OfficerVancouver, CanadaFebruary 12, 2014





GOLDCORP    | 1




---

---

R EPORT
OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM





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 statements of financial position as at
December 31, 2013, December 31, 2012 and January 1, 2012, and the consolidated statements of earnings, comprehensive income, cash flows and changes in equity for each of the years in the two-year period ended December 31, 2013, and a summary of
significant accounting policies and other explanatory information.





Management's 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.





Auditor's 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 auditor's 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 entity's 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 as at December 31, 2013, December 31, 2012 and January 1, 2012 and their financial performance and their cash flows for each of the
years in the two-year period ended December 31, 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board.





Emphasis of
Matter


Without modifying our opinion, we draw attention to Note 4 to the
consolidated financial statements, which explains that the Company has changed its method of accounting for its 37.5% interest in Minera Alumbrera Limited, which was previously proportionately consolidated in the Company’s consolidated
financial statements, and has now been classified as an investment in associate and is accounted for using the equity method in 2012 due to the adoption of IFRS 10 – Consolidated Financial Statements and IFRS 11 – Joint Arrangements .





Other
Matter


We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control – Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2014 expressed an unqualified opinion on the
Company’s internal control over financial reporting.





Chartered
Accountants


Vancouver, Canada


February 12,
2014


GOLDCORP    | 2




---

---




M ANAGEMENT'S R EPORT
ON I NTERNAL C ONTROL O VER 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:





|   |                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|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’s receipts and expenditures are made only in accordance with
authorizations of management and Goldcorp’s directors; and

|     |                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|iii. | provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of Goldcorp’s assets that could have a material effect on Goldcorp’s 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 Goldcorp’s internal control over financial reporting as of December 31, 2013, based on the criteria set forth in Internal Control – Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2013,
Goldcorp’s internal control over financial reporting was
effective.





The effectiveness of Goldcorp’s internal control over financial reporting, as of December 31, 2013, has been audited by Deloitte LLP, Independent Registered Chartered Accountants, who also
audited the Company’s consolidated financial statements as of and for the year ended December 31, 2013, as stated in their report which appears on the following
page.


Charles Jeannes
Lindsay HallPresident and Chief Executive
Officer
Executive Vice President
and Chief Financial OfficerVancouver, CanadaFebruary 12, 2014











GOLDCORP    | 3




---

---

R EPORT
OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM





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, 2013, based on the criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's 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 Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's
internal control over financial reporting based on our
audit.





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





A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing
similar functions, and effected by the company's 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 International Financial Reporting Standards as issued by the International Accounting Standards Board. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, 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 company's assets that could have a material effect on the financial
statements.





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





In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control – Integrated Framework (1992) 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 of and for the year ended December 31, 2013 of the Company and our report dated February 12, 2014 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s
adoption of IFRS 10 and 11.











Chartered Accountants


Vancouver, Canada


February 12, 2014











GOLDCORP  
  | 4




---

---



C ONSOLIDATED S TATEMENTS  OF (L OSS ) E ARNINGS


Y EARS E NDED D ECEMBER 31


(In
millions of United States dollars, except for per share amounts)


Note
2013

2012Note
4Revenues
16(c)
$
3,687

$
4,660Mine operating costsProduction costs
8
(1,991
)
(1,961
)Depreciation
and depletion
13(h)
& 16
(634
)
(585

)(2,625
)
(2,546
)Earnings from mine
operations

1,062

2,114Exploration and evaluation
costs
13(c)
(45
)
(54
)Share of net (losses) earnings and impairment
of associates
14 & 17
(395
)
210Impairment of mining interests and
goodwill
13(a) & 17
(2,646
)
—Corporate
administration

(236
)
(245

)(Loss) earnings from
operations and associates
16
(2,260
)
2,025Losses on securities, net
23(b)
(32
)
(67
)Gains on derivatives, net
23(a)
83

155(Loss) gain on dispositions of mining
interests, net
13(e) & (f)
(11
)
12Finance costs
9
(50
)
(27
)Other
(expenses) income

(58
)
17(Loss) earnings from
continuing operations before taxes

(2,328
)
2,115Income tax
expense
22
(314
)
(420

)Net (loss) earnings from
continuing operations attributable to shareholders of Goldcorp Inc.

$
(2,642
)
$
1,695Net (loss) earnings from discontinued operation attributable to shareholders of Goldcorp Inc.
7
$
(67
)
$
54Net (loss)
earnings attributable to shareholdersof Goldcorp Inc.

$
(2,709
)
$
1,749Net (loss) earnings per share
from continuing operationsBasic
26
$
(3.25
)
$
2.09Diluted
26
(3.25
)
1.89Net (loss) earnings per
shareBasic
26
$
(3.34
)
$
2.16Diluted
26
(3.34
)
1.95























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





GOLDCORP    | 5




---

---



C ONSOLIDATED S TATEMENTS  OF C OMPREHENSIVE (L OSS ) I NCOME


Y EARS E NDED D ECEMBER 31


(In
millions of United States dollars)


Note
2013

2012Note
4Net
 (loss) earnings attributable to shareholdersof Goldcorp Inc.

$
(2,709
)
$
1,749Other comprehensive (loss)
income, net of tax
23(b)Items that may be reclassified subsequently to
net (loss) earnings:Mark-to-market losses on available-for-sale
securities

(76
)
(52
)Reclassification adjustment for impairment
losses included in net (loss) earnings

29

63Reclassification
 adjustment for realized gains on disposition of available-for-sale securities recognized in net (loss) earnings

(1
)
(3

)(48
)
8Items that will not be reclassified to net
(loss) earnings:Remeasurements
on defined benefit pension plans

(2
)
—(2
)
—Total
 other comprehensive (loss) income, net of tax

$
(50
)
$
8Total
 comprehensive (loss) income attributable to shareholders of Goldcorp Inc.

$
(2,759
)
$
1,757






























































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


GOLDCORP    | 6




---

---



C ONSOLIDATED S TATEMENTS  OF C ASH F LOWS


Y EARS E NDED D ECEMBER 31


(In
millions of United States dollars)


Note
2013

2012Note
4Operating
ActivitiesNet (loss) earnings from continuing
operations

$
(2,642
)
$
1,695Adjustments for:Dividends from associate
14
108

—Reclamation expenditures
21
(15
)
(21
)Items not affecting cash:Losses on securities, net
23(b)
32

67Impairment of mining interests and
goodwill
13(a) & 17
2,646

—Depreciation and depletion
13(h) & 16
634

585Share of net losses (earnings) and impairment
of associates
14 & 17
395

(210
)Share-based compensation
expense
25(c), (d) & (e)
72

82Unrealized gains on derivatives,
net
23(a)
(70
)
(155
)Revision of estimate and accretion of
reclamation and closure cost obligations
8 & 9
(5
)
98Deferred income tax expense
(recovery)
22
217

(26
)Loss (gain) on dispositions of mining
interests, net
13(e) & (f)
11

(12
)Other

40

3Change in
working capital
27
(517
)
(206

)Net cash
provided by operating activities of continuing operations

906

1,900Net cash
provided by operating activities of discontinued operation

49

60Investing
ActivitiesExpenditures on mining
interests
16(e)
(1,993
)
(2,269
)Deposits on mining interests
expenditures

(195
)
(275
)Interest paid
16(e)
(23
)
(17
)Proceeds from dispositions of mining interests,
net
13(e) & (f)
8

43Purchases of money market investments and
available-for-sale securities
27
(615
)
(19
)Proceeds from maturities and sales of money
market investments and available-for-sale securities, net
27
621

289Other

—

16Net cash used
in investing activities of continuing operations

(2,197
)
(2,232
)Net cash used
in investing activities of discontinued operation
27
(49
)
(34

)Financing
ActivitiesDebt borrowings, net of borrowing
costs
20 & 23(d)(ii)
1,781

—Debt repayments
23(d)(ii)
(300
)
—Common shares issued, net of issue
costs

3

44Dividends paid to
shareholders
26
(486
)
(438
)Other
23(d)(ii)
160

—Net cash
provided by (used in) financing activities of continuing operations

1,158

(394

)Effect of
exchange rate changes on cash and cash equivalents

1

(1

)Decrease in cash and cash
equivalents

(132
)
(701
)Cash and cash
equivalents, beginning of the year

757

1,458Cash
 and cash equivalents, end of the year
27
$
625

$
757


Supplemental cash flow information (note 27 )


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


GOLDCORP    | 7




---

---



C ONSOLIDATED B ALANCE S HEETS


(In millions of
United States dollars) Note
At December 31 2013

At
December 31 2012

At January 1
2012Note
4

Note
4AssetsCurrent assetsCash and cash equivalents
27
$
625

$
757

$
1,458Money market investments
23(d)(ii)
—

—

272Accounts receivable
23(a)
469

567

403Inventories and stockpiled
ore
10
727

696

550Notes receivable
11
5

5

40Income taxes receivable

182

25

5Assets held for sale
7
227

—

—Other
12
139

145


832,374

2,195

2,811Mining interestsOwned by subsidiaries
13
22,928

23,902

22,249Investments in
associates
13 &
14
2,210

2,663

1,94013
25,138

26,565

24,189Goodwill
15
1,454

1,737

1,737Investments in securities
18
77

162

207Notes receivable
11
23

37

42Deposits on mining interests
expenditures

71

95

73Deferred income taxes
22
19

—

—Other
19
408

188


87Total
 assets
16
$
29,564

$
30,979

$
29,146LiabilitiesCurrent liabilitiesAccounts payable and accrued
liabilities

$
856

$
830

$
545Income taxes payable

6

101

32Current portion of long-term
debt
20
832

—

—Derivative liabilities
23(a)
57

68

65Liabilities relating to assets held for
sale
7
44

—

—Other
21 &
23(d)(ii)
238

69


392,033

1,068

681Deferred income taxes
22
5,594

5,434

5,442Long-term debt
20
1,482

783

737Derivative liabilities
23(a)
—

79

237Provisions
21
517

500

355Income taxes payable

55

62

113Other
23(d)(ii)
125

124


96Total
liabilities
16
9,806

8,050

7,661EquityShareholders’ equityCommon shares, stock options and restricted
share units

17,191

17,117

16,992Accumulated other comprehensive
income

1

51

43Retained
earnings

2,353

5,548

4,23719,545

22,716

21,272Non-controlling
interests

213

213


213Total
equity

19,758

22,929

21,485Total
 liabilities and equity

$
29,564

$
30,979

$
29,146


Commitments and contingencies (notes 13(m) , 23(d)(ii) & 29 )


Approved by the Board of Directors and authorized for issue on February 12, 2014 .


Charles Jeannes,Director
Ian Telfer,Director


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


GOLDCORP    | 8




---

---



C ONSOLIDATED S TATEMENTS  OF C HANGES  IN E QUITY


(In millions of United States dollars, shares in
thousands)


Common Shares

Accumulated Other Comprehensive Income (Loss)Shares issued,fully paid withno par value
Amount
Stock optionsand 
restrictedshare units
Investmentrevaluationreserve
Other
Retainedearnings
Attributable 
toshareholdersof Goldcorp Inc.
Non-controllinginterests
TotalAt January 1, 2013
811,519

$
16,865

$
252

$
51

$
—

$
5,548

$
22,716

$
213

$
22,929Total
comprehensive loss






—Net
loss
—

—

—

—



(2,709
)
(2,709
)
—

(2,709
)Other comprehensive loss
—

—

—

(48
)
(2
)
—

(50
)
—

(50
)—

—

—

(48
)
(2
)
(2,709
)
(2,759
)
—

(2,759
)Stock options exercised and restricted share units issued and vested(notes 25(a)
& (b))
738

30

(27
)
—

—

—

3

—

3Share-based
compensation(note 25(c))
—

—

71

—

—

—

71

—

71Dividends(note
26)
—

—

—

—

—

(486
)
(486
)
—

(486
)At December 31, 2013
812,257

$
16,895

$
296

$
3

$
(2
)
$
2,353

$
19,545

$
213

$
19,758


Common
Shares

Accumulated
Other Comprehensive IncomeShares 
issued,fully paid 
withno par value
Amount
Stock optionsand 
restrictedshare units
Investmentrevaluationreserve
Other
Retainedearnings
Attributable
toshareholders ofGoldcorp Inc.
Non-controllinginterests
TotalAt
January 1, 2012
809,941

$
16,793

$
199

$
43

$
—

$
4,237

$
21,272

$
213

$
21,485Total comprehensive incomeNet earnings
—

—

—

—

—

1,749

1,749

—

1,749Other
comprehensive income
—

—

—

8


—

—

8


—

8—

—

—

8


—

1,749

1,757

—

1,757Stock options exercised and
restricted share units issued and vested(notes 25(a) & (b))
1,578

72

(28
)
—

—

—

44

—

44Share-based compensation(note 25(c))
—

—

81

—

—

—

81

—

81Dividends(note 26)
—

—

—

—

—

(438

)
(438

)
—

(438

)At
December 31, 2012
811,519

$
16,865

$
252

$
51

$
—

$
5,548

$
22,716

$
213

$
22,929


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


GOLDCORP    | 9




---

---

(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,
 2013 AND 2012





|   |                                                 
|-- | ------------------------------------------------
|1. | DESCRIPTION OF BUSINESS AND NATURE OF
OPERATIONS

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 Company’s current sources of operating cash flows are primarily from the sale of gold, silver, copper, lead and
zinc.


At December 31, 2013 , the Company’s principal producing mining properties were comprised of the
Red Lake, Porcupine and Musselwhite gold mines in Canada; the Peñasquito 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 (note 4 ) ; the Wharf gold mine in the United States; and the Pueblo Viejo gold/silver/copper mine ( 40.0% interest) in the Dominican Republic (note 14(b) ) . The Company's 66.7% interest in the Marigold mine in the United States was classified as a discontinued operation during the year ended December 31, 2013 (note 7 ) .


The Company’s
significant development projects at December 31, 2013 were comprised of the Cerro
Negro gold project in Argentina; the Éléonore and Cochenour gold projects in Canada; the El Morro gold/copper project ( 70% interest) in Chile, and the Camino Rojo gold/silver project in Mexico. At December 31, 2013 , the Company also owns a 26.9% 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 39.7% 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”). On January 14, 2014, Tahoe announced that the Escobal mine had achieved
commercial production, effective January 1, 2014.


|   |                     
|-- | --------------------
|2. | BASIS OF
PREPARATION

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, 2013 . IFRS comprises IFRSs, International Accounting Standards
(“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICs”). The Company’s significant accounting policies are described
in note 3 .


|   |                                           
|-- | ------------------------------------------
|3. | SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

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





|    |                     
|--- | --------------------
|(a) | Basis of
measurement




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





|    |                         
|--- | ------------------------
|(b) | Currency of
presentation




The Company's presentation currency is the United States ("US") dollar. All amounts are expressed in millions of US dollars, unless otherwise stated. References to C$ are to Canadian
dollars.





|    |                       
|--- | ----------------------
|(c) | Basis of
consolidation

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 power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and
when the Company has the ability to affect those returns through its power over the investee. 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, 2013 were as
follows:


GOLDCORP    | 10




---

---

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


Direct
parent company (mine site and operating segment)(note 16)
Location
Ownershipinterest
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 projectGoldcorp Canada Ltd./Goldcorp Inc.
(“Porcupine”)
Canada
100%
Porcupine minesGoldcorp Canada Ltd./Goldcorp Inc.
(“Musselwhite”)
Canada
100%
Musselwhite mineLes Mines Opinaca Ltée
(“Éléonore”)
Canada
100%
Éléonore
projectMinera Peñasquito S.A. de C.V. and Camino
Rojo S.A. de C.V. (“Peñasquito”)
Mexico
100%
Peñasquito mines, and 
Camino Rojo projectDesarrollos Mineros San Luis S.A. de C.V.
(“Los Filos”)
Mexico
100%
Los Filos minesMinas de la Alta Pimeria S.A. de C.V.
(“El Sauzal”)
Mexico
100%
El Sauzal mineMontana Exploradora de Guatemala S.A.
(“Marlin”)
Guatemala
100%
Marlin mineOroplata S.A. (“Cerro
Negro”)
Argentina
100%
Cerro Negro projectMarigold Mining Company
(“Marigold”)
United States
66.7%
Marigold mine(note 7)Wharf Resources (USA) Inc.
(“Wharf”)
United States
100%
Wharf mineSociedad
Contractual Minera El Morro (“El Morro”)
Chile
70%
El Morro
project


Intercompany assets and liabilities,
equity, income, expenses and cash flows between the Company and its subsidiaries are eliminated.


These consolidated financial statements also include the following significant investments in associates that are accounted for using the equity method (note 3(d) ) :


Associates
(mine site and operating segment)(notes 14 and 16)
Location
Ownershipinterest
Mining
properties and development projects owned(note 13)Minera Alumbrera Limited (“Alumbrera”)
Argentina
37.5%
Alumbrera mine(note 4)Pueblo Viejo Dominicana Corporation
(“Pueblo Viejo”)
DominicanRepublic
40.0%
Pueblo Viejo mine(notes 14(b) and (c))Primero Mining Corp.
Mexico
26.9%
San Dimas mineTahoe Resources
Inc.
Guatemala
39.7%
Escobal project(note 14(f))


|    |                          
|--- | -------------------------
|(d) | Investments in
associates




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
policies.





The Company accounts for its investments in associates using the equity method, except when classified as held for sale. Under the equity method, the Company’s investment in an associate
is initially recognized at cost and subsequently increased or decreased to recognize the Company's share of earnings and losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, any other movement in
the associate's reserves, and for impairment losses after the initial recognition date. The total carrying amount of the Company's investments in associates also include any long-term debt interests which in substance form part of the Company's net
investment. The Company’s share of an associate’s 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 Company's 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 Company’s
investment. The Company’s investments in associates are included in mining interests on the Consolidated Balance Sheets.





Unrealized gains and losses between the
Company and its associates are recognized only to the extent of unrelated investors’ interests in the associates. Intercompany balances and interest expense and income arising on loans and borrowings between the Company and its associates are
not eliminated.


GOLDCORP    | 11




---

---

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





|    |                                        
|--- | ---------------------------------------
|(e) | Impairment of investments in
associates




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 there is a measurable decrease in the estimated future cash flows of the associate’s 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 ("FVLCTS") and value-in-use ("VIU"). 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 in which the relevant circumstances are identified. 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.





|    |                      
|--- | ---------------------
|(f) | Business
combinations




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:


|    |                                        
|--- | ---------------------------------------
|(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.




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.


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


|    |                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------
|(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.




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.


GOLDCORP    | 12




---

---

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


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.





|    |                       
|--- | ----------------------
|(g) | Discontinued
operation




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 operation; (ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or (iii) is a subsidiary acquired exclusively with a view to
resell.





A component of the Company comprises an operation and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the
Company.





|    |                                     
|--- | ------------------------------------
|(h) | Assets and liabilities held for
sale




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:





|    |                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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





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.





Non-current assets and disposal groups are classified as held for sale from the date these criteria are met and are measured at the lower of the carrying amount and FVLCTS. If the FVLCTS is lower than
the carrying amount, an impairment loss is recognized in net earnings. Upon classification as held for sale, non-current assets are no longer
depreciated.





|    |                             
|--- | ----------------------------
|(i) | Foreign currency
translation




The functional and presentation currency of the Company and each of its subsidiaries, associates and joint ventures is the US dollar. Accordingly, foreign currency transactions and balances of
the Company’s 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.





GOLDCORP    | 13




---

---

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


Foreign exchange gains and losses are recognized in net earnings and presented in
the Consolidated Statements of (Loss) 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.





|    |                    
|--- | -------------------
|(j) | Revenue
recognition




The Company includes proceeds from the sale of all metals in revenue. The Company has determined that gold is the Company’s primary product and other metals produced as part of the
extraction process are considered to be by-products of gold. 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.





The initial sales price of the Company’s concentrate metal sales is determined on a provisional basis at the date of sale. The final sales price is based on the monthly average London
Metal Exchange or London Bullion Market Association prices with monthly movements between the provisional and final pricing recognized in revenue. The period between provisional invoicing and final pricing, or settlement period, is typically between
30 and 120 days. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. These provisional sales contain an embedded derivative instrument which represents the forward contract for
which the provisional sale is subsequently adjusted and is required to be separated from the host contract. Accordingly, the fair value of the final sales price adjustment is re-estimated by reference to forward market prices at each period end and
changes in fair value are recognized as an adjustment to revenue. Accounts receivable for metal concentrate sales are therefore measured at fair value. Refining and treatment charges are netted against revenues from metal concentrate sales.





|    |                   
|--- | ------------------
|(k) | Earnings per
share




Earnings per share calculations are based on the weighted average number of common shares outstanding during the period. For calculations of diluted earnings per share, the weighted average
number of common shares outstanding are adjusted to include the effects of restricted share units and dilutive stock options, whereby proceeds from the potential exercise of dilutive stock options with exercise prices that are below the average
market price of the underlying shares are assumed to be used in purchasing the Company’s common shares at their average market price for the period. The dilutive effect of the Company’s 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.





|    |                          
|--- | -------------------------
|(l) | Cash and cash
equivalents




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





|    |                               
|--- | ------------------------------
|(m) | Inventories and stockpiled
ore




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. At operations where the ore extracted contains significant amounts of metals
other than gold, primarily silver, copper, lead and zinc, cost is allocated between the joint products on a pro-rata basis. Incremental processing costs directly related to a joint product are allocated to that metal. Where insignificant amounts of
metals other than gold are produced during the production process, these by-products are valued at their estimated net realizable value.





Ore extracted from the mines is stockpiled
and subsequently processed into finished goods (gold and by-products in doré 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 Peñasquito, Los Filos, Marigold (note 7 ) and Wharf mines. Under this method, ore is stacked on leach pads and treated with a chemical solution that


GOLDCORP    | 14




---

---

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


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 (Loss)
Earnings .





|    |                 
|--- | ----------------
|(n) | Mining
interests




Mining interests include mining properties, related plant and equipment, and the Company's investments in associates (note 3(d) ) .





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:


|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|(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;

|     |                                                                  
|---- | -----------------------------------------------------------------
|(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(note3(r)).




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 property’s fair value at the date of acquisition. Fair value is determined by estimating the value of the property’s reserves, resources and exploration
potential.





GOLDCORP    | 15




---

---

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


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 as part of 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:


|    |                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | 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;

|     |                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | 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;

|      |                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------
|(iii) | Accessible facilities: the mineral deposit can be processed economically at accessible mining and
processing facilities where applicable;

|     |                                                                                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iv) | 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

|    |                                                                                               
|--- | ----------------------------------------------------------------------------------------------
|(v) | Authorizations: operating permits and feasible environmental programs exist or are
obtainable.




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


|    |                                                                        
|--- | -----------------------------------------------------------------------
|(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.




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, which in the case of mining properties, is when the mining property reaches commercial production. Capitalization commences on
the date that expenditures for the qualifying asset are being incurred, borrowing costs are being incurred by the Company and activities that are necessary to prepare the qualifying asset for its intended use are being undertaken. All other
borrowing costs are expensed in the period in which they are incurred. For funds obtained from general borrowing, the amount capitalized is calculated using a weighted average of rates applicable to the borrowings during the period. For funds
borrowed that are directly attributable to a qualifying asset, the amount capitalized represents the actual borrowing costs incurred on the specific
borrowings.





GOLDCORP    | 16




---

---

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


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 a component of reserves and resources that will be produced in future periods and that would not have
otherwise been accessible are capitalized ("stripping activity asset"). The costs qualifying for capitalization are those costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an
allocation of directly attributable overhead costs, and which are determined using a strip ratio methodology. The strip ratio represents the ratio of the estimated total volume of waste material to the estimated total quantity of economically
recoverable ore of the component of the reserves and resources for which access has been improved.The stripping activity asset is included as part of the carrying amount of the mining property. 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, and 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, 2013 , depletion expense would increase by $43 million (2012 – $19 million) if
resources were excluded from recoverable ounces.





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





|    |                                                                          
|--- | -------------------------------------------------------------------------
|(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 are present, including one or more of the following: A significant portion of
plant/mill capacity has been achieved; a significant portion of available funding is directed towards operating activities; a pre-determined, reasonable period of time has passed; or significant milestones for the development of the mining property
have been achieved.

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 Company’s 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.





GOLDCORP    | 17




---

---

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


The recoverable amount of a mine site is the greater of its FVLCTS and VIU. In
determining the recoverable amounts of each of the Company’s mine sites, the Company uses the FVLCTS as this will generally be greater than or equal to the VIU. When there is no binding sales agreement, FVLCTS 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 Company’s 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.





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:


Mill and mill components
life of mineUnderground infrastructure
life of mineMobile equipment
components
3 to 15
years





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 Company’s 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.





|    |         
|--- | --------
|(o) | Goodwill




Goodwill typically arises on the
Company’s 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 its 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.


GOLDCORP    | 18




---

---

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





|    |       
|--- | ------
|(p) | Leases




In addition to contracts which take the
legal form of a lease, other significant contracts are assessed to determine whether, in substance, they are or contain a lease, if the contractual arrangement contains the use of a specific asset and the right to use that asset. Where the Company
receives substantially all the risks and rewards of ownership of the asset, these assets are capitalized at the lower of the fair value of the leased asset or the estimated present value of the minimum lease payments. The corresponding lease
obligation is included within other liabilities and accretion expense is recognized over the term of the lease. Operating leases are not capitalized and payments are included in the Consolidated Statements of (Loss)/Earnings on a straight-line basis
over the lease term.





|    |             
|--- | ------------
|(q) | Income
taxes




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.





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 (Loss) 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 which case the related current and deferred income taxes are also recognized in other
comprehensive income or directly in equity, respectively.





|    |           
|--- | ----------
|(r) | Provisions




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


|    |                                                                                          
|--- | -----------------------------------------------------------------------------------------
|(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.

Constructive obligations are
obligations that derive from the Company’s actions where:


|    |                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.




GOLDCORP    | 19




---

---

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


Provisions are reviewed at the end of each reporting period and adjusted to
reflect management’s 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 is accreted during the period
to reflect the passage of time. This accretion expense is included in finance costs in the Consolidated Statements of (Loss) Earnings .





Reclamation and closure cost obligations





The Company records a provision for the
estimated future costs of reclamation and closure of operating, closed and inactive mines and development projects when environmental disturbance occurs or a constructive obligation arises. Future costs represent management’s 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 are discounted to net present
value using the risk-free interest rate applicable to the future cash outflows. The provision for the Company’s reclamation and closure cost obligations is accreted over time to reflect the unwinding of the discount with the accretion expense
included in finance costs in the Consolidated Statements of (Loss) Earnings . The provision for reclamation and closure cost
obligations is remeasured at the end of each reporting period for changes in estimates or circumstances. Changes in estimates or 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 (Loss) Earnings . Reclamation and closure cost obligations related to inactive and closed mines are included in production costs in the
Consolidated Statements of (Loss) Earnings on initial recognition and subsequently when
remeasured.





|    |                      
|--- | ---------------------
|(s) | Financial
instruments




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 Company's expected purchase, sale or use meets
the definition of a non-financial
derivative.





A contract that will or may be settled in the entity’s 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 Company’s 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 Company’s 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


GOLDCORP    | 20




---

---

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


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 recognized in OCI is reclassified to earnings for the period.





Loans and receivables, held-to-maturity investments, and other financial
liabilities:





Financial assets classified as loans and receivables, held-to-maturity investments, and other financial liabilities are measured at amortized cost using the effective interest method. The
effective interest method calculates the amortized cost of a financial asset or financial liability and allocates 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 asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's 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 Company’s 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 model utilizing a discount rate which incorporates an option adjusted credit
spread, and the trading price of the notes at the balance sheet date.





|    |                     
|--- | --------------------
|(t) | Share-based
payments




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 expense in the Consolidated Statements of (Loss) 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.





Performance share units ("PSUs") and phantom
restricted units ("PRUs") are settled in cash. The fair value of the estimated number of PSUs and PRUs awarded that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate
administration expense in the Consolidated Statements of (Loss) Earnings over the vesting period, with a corresponding
amount recorded as a liability. Until the liability is settled, the fair value of the PSUs and PRUs 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 the PSUs and PRUs are estimated using a binomial model to determine


GOLDCORP    | 21




---

---

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


the expected market value of the underlying Goldcorp shares on settlement date,
multiplied by the expected target settlement percentage.





|    |                          
|--- | -------------------------
|(u) | Non-controlling
interests




Non-controlling interests in the Company’s 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 subsidiary’s equity. Adjustments to recognize the non-controlling interests’ share of changes to the subsidiary’s equity are made even if this results in
the non-controlling interests having a deficit
balance.





Changes in the Company’s 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 Company’s share of proceeds
received and/or consideration paid is recognized directly in equity and attributed to shareholders of the Company.





|   |                               
|-- | ------------------------------
|4. | CHANGES IN ACCOUNTING
POLICIES

Application of new and revised
accounting standards


The Company has applied the following new and revised
IFRSs in these audited consolidated financial statements and the Company has restated the 2012 comparative periods, where applicable,
accordingly.


Effective
from January 1, 2013, IFRS 10 – Consolidated Financial Statements (“IFRS 10”) 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.


Consolidation


IFRS 10 establishes control as the basis for an investor to consolidate its investees and defines control as an investor’s power over an investee with
exposure, or rights, to variable returns from the investee and the ability to affect the investor’s 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 Company’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The requirements of IFRS 12 include enhanced reporting of the nature of risks
associated with the Company’s interests in other entities, and the effects of those interests on the Company’s consolidated financial
statements.


As a result of the application of these standards, the Company’s 37.5% interest in Alumbrera, which was previously proportionately consolidated in the
Company’s consolidated financial statements, has been classified as an investment in associate and is accounted for using the equity method, with the Company’s share of net earnings (losses) and net assets separately disclosed in the
Consolidated Statements of (Loss) Earnings and Consolidated Balance Sheets, respectively.


The Company has accounted for this change in consolidation retrospectively using the transitional requirements of the respective standards and the Company has
restated the 2012 comparative periods accordingly. A reconciliation of the Company’s 2012 comparative periods, as previously disclosed, to the 2012 comparative periods disclosed
in these audited consolidated financial statements is as follows:


GOLDCORP   
 | 22




---

---

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


Consolidated Balance
Sheets:


At January 1, 2012Aspreviouslyreported

Adjustment

AspresentedCurrent assets
$
2,950

$
(139
)
$
2,811Mining interests – Owned by
subsidiaries
22,673

(424
)
22,249Mining interests – Investments in
associates
1,536

404

1,940Other
non-current assets
2,215

(69

)
2,146Total
 assets
$
29,374

$
(228

)
$
29,146Total
 liabilities
$
(7,889
)
$
228

$
(7,661
)Net
 assets
$
21,485

$
—

$
21,485


At December 31, 2012Aspreviouslyreported

Adjustment

AspresentedCurrent assets
$
2,528

$
(333
)
$
2,195Mining interests – Owned by
subsidiaries
24,279

(377
)
23,902Mining interests – Investments in
associates
2,088

575

2,663Other
non-current assets
2,317

(98

)
2,219Total
 assets
$
31,212

$
(233

)
$
30,979Total
 liabilities
$
(8,283
)
$
233

$
(8,050
)Net
 assets
$
22,929

$
—

$
22,929


Consolidated Statements of Earnings and Comprehensive Income (1) :


Year
 ended December 31, 2012Aspreviouslyreported

Adjustment

AspresentedRevenues
$
5,435

$
(615
)
$
4,820Earnings
 from mine operations
2,423

(241

)
2,182Share of net
earnings of associates
47


163


210Earnings
 before taxes
2,252

(71

)
2,181Net
 earnings
$
1,749

$
—

$
1,749Other
comprehensive income, net of tax
8


—

8Total
 comprehensive income
$
1,757

$
—

$
1,757


(1)  Include results of continuing and discontinued operations (note 7 ) .


GOLDCORP    | 23




---

---

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





Consolidated Statements of Cash Flows (1) :


Year
 ended December 31, 2012Aspreviouslyreported

Adjustment

AspresentedNet earnings
$
1,749

$
—

$
1,749Share of net earnings of
associates
(47
)
(163
)
(210
)Other
395


26


421Net
 cash provided by operating activities
$
2,097

$
(137
)
$
1,960Net
 cash used in investing activities
$
(2,286
)
$
20

$
(2,266
)Net
 cash used in financing activities
$
(394
)
$
—

$
(394
)


(1) Includes results of
continuing and discontinued operations (note 7 ) .


Fair value measurement


IFRS 13 – Fair Value Measurement (“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 Company has applied IFRS 13 on a prospective basis, commencing January 1, 2013. Additional disclosure on the fair value of certain financial instruments is included in the consolidated financial statements as a result of applying IFRS
13.


Employee
 benefits


A revised IAS 19 – Employee Benefits (“IAS 19”) has
introduced significant changes to the accounting for defined benefit plans and other employee benefits. The amendments include elimination of the option to defer or recognize actuarial gains and losses in full in profit or loss 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 the classification of liabilities associated with those
benefits.


The Company has adopted these amendments retrospectively; however, these amendments to IAS 19 did not have a significant impact on the Company’s consolidated
financial statements.


Stripping costs in the production phase of a surface mine


IFRIC 20 – Stripping Costs in the Production
Phase of a Surface Mine (“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. The Company has applied IFRIC 20 on a prospective basis in
compliance with the transitional requirements of IFRIC 20. The application of IFRIC 20 did not result in an adjustment to the Company’s consolidated financial
statements.


Financial statement presentation


Amendments to IAS 1 – Presentation of
Financial Statements (“IAS 1”), effective for annual periods beginning on or after July 1, 2012, 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.








GOLDCORP    | 24




---

---

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


CHANGES IN ACCOUNTING STANDARDS NOT YET
EFFECTIVE


Financial
instruments


The IASB intends to replace IAS
39 – Financial Instruments: Recognition and Measurement in its entirety with IFRS 9 – Financial
Instruments (“IFRS 9”) which is intended to reduce the complexity in the classification and measurement of financial instruments. At
present, the current version of IFRS 9 does not include a mandatory effective date. However IFRS 9 is available for early application. An effective date will be added when all phases of the project are completed.The Company is currently evaluating
the impact the final standard is expected to have on its consolidated financial statements.


Levies imposed by governments


In May 2013, the IASB issued IFRIC 21 – Levies (“IFRIC 21”),
an interpretation of IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”), on the accounting for levies imposed by governments. IAS 37 sets out criteria for the recognition of a liability, one of which is the
requirement for the entity to have a present obligation as a result of a past event (“obligating event”). IFRIC 21 clarifies that the obligating event that gives rise to a liability to pay a levy is the activity described in the
relevant legislation that triggers the payment of the levy. IFRIC 21 is effective for annual periods commencing on or after January 1, 2014. The Company is currently evaluating the impact of applying IFRIC 21 on its consolidated financial
statements.


|   |                                                   
|-- | --------------------------------------------------
|5. | CRITICAL JUDGEMENT IN APPLYING ACCOUNTING
POLICIES

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





|    |                                        
|--- | ---------------------------------------
|(a) | Operating levels intended by management




Prior to a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the 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 8, 2013, the Company announced the declaration of commercial production at the Pueblo Viejo mine effective January 1, 2013 (note 14(b) ) .





|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(b) | Economic recoverability and probability of future economic benefits of
exploration, evaluation and development costs




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.





|    |                    
|--- | -------------------
|(c) | Functional currency




The functional currency for each of the Company’s subsidiaries 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.





|    |                      
|--- | ---------------------
|(d) | Business
combinations




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.














GOLDCORP  
  | 25




---

---

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


|    |                    
|--- | -------------------
|(e) | Asset held for
sale




The Company applies judgment to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and
therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active
program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is
expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. At December 31, 2013, the Company concluded that the assets and liabilities of Marigold meet the criteria for classification as
held for sale. Accordingly, the group of assets and liabilities were presented separately under current assets and current liabilities, respectively, and measured at the lower of its carrying amount and FVLCTS, being FVLCTS. The assets of Marigold
will cease to be depreciated while they are classified as held for sale.





|   |                                      
|-- | -------------------------------------
|6. | KEY SOURCES OF ESTIMATION
UNCERTAINTY

The preparation of consolidated financial statements requires that
the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s 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 Company’s 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 Company’s 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 Company’s assets and liabilities are as
follows:





|    |                                            
|--- | -------------------------------------------
|(a) | Impairment of mining interests and goodwill




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 Company’s mining interests represented by its investments in associates are impaired, the Company’s management considers observable data including the carrying amounts of the investees’ net assets as compared to their
market capitalization (note 17 ).





In determining the recoverable amounts of the Company’s mining interests and goodwill, the Company’s management makes estimates
of the discounted future after-tax cash flows expected to be derived from the Company’s 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 . Continued access to the estimated recoverable reserves, resources and exploration potential of the Company’s mining interests and goodwill is a key assumption in determining their recoverable
amounts. The ability to maintain existing or obtain necessary mining concessions, surface rights title, and water concessions is integral to the access of the reserves, resources and exploration potential (note 6(i)) . A mining concession gives its holder the right to carry out mining activities in the area covered by that
concession and take ownership of any minerals found, but it does not always grant surface access rights. In some jurisdictions surface access rights must be separately negotiated with the owner of the surface lands and in the event of a dispute or
failed negotiations, administrative legal process may be available. In other jurisdictions, surface access rights may be granted along with mining rights. Water concessions provides its holder the right to specified levels of water usage and are
granted based on water availability in the source
area.





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 Company’s mining interests and/or goodwill.





During the year ended December 31, 2013, the Company recognized an impairment expense of $2,401 million  net of tax for its continuing and discontinued operations ( $3,073
million before tax), in respect of the carrying amounts of Peñasquito, Cerro Blanco, El Sauzal, Alumbrera, Primero, Marigold and certain exploration properties in Mexico  (notes 7 and 17 ) . The $3,073
million  included $283 million of impairment charges for
goodwill.





GOLDCORP    | 26




---

---

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


At December 31, 2013 , the carrying amounts of the Company’s mining interests and goodwill were $25,138 million and $1,454
million , respectively ( December 31,
2012 – $26,565 million and $1,737 million , respectively; January 1, 2012 – $24,189 million and $1,737
million , respectively) (notes 13 and 15 ) .





|    |                     
|--- | --------------------
|(b) | Mine operating costs




In determining mine operating costs recognized in the Consolidated Statements of (Loss) Earnings , the Company’s 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, 2013 , the carrying amounts of current and non-current inventories amounted to $868 million ( December 31, 2012 – $712 million ; January 1, 2012 – $562 million ) (note 10 ) .





|    |                             
|--- | ----------------------------
|(c) | Estimated recoverable ounces




The carrying amounts of the Company’s 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 Company’s mine plans
and changes in metal price forecasts can result in a change to future depletion rates.





|    |                         
|--- | ------------------------
|(d) | Deferred stripping costs




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 component of reserves and resources which have been made accessible. Changes in estimated strip ratios can result in a change to the future capitalization of
stripping costs incurred.  At  December 31, 2013 , the carrying amount of stripping costs capitalized and included in mining interests owned by subsidiaries was $42 million ( December 31,
2012 – $59 million ; January 1, 2012 – $19 million ). At December 31, 2013, the carrying amount of stripping costs capitalized and included in assets held for sale was $18 million.





|    |                                                                        
|--- | -----------------------------------------------------------------------
|(e) | Fair values of assets and liabilities acquired in business combinations




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 Company’s 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.





|    |             
|--- | ------------
|(f) | Income taxes




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 Company’s 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    | 27




---

---

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





|    |                                        
|--- | ---------------------------------------
|(g) | Estimated reclamation and closure costs




The Company’s provision for reclamation and closure cost obligations represents management’s 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 Company’s environmental policies which may give rise to a constructive obligation. The Company’s assumptions are reviewed at the end of each reporting
period and adjusted to reflect management’s 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, 2013 , the Company’s total provision for reclamation and closure cost obligations was $529 million ( December 31, 2012 – $500 million ; January 1, 2012 – $375 million  ). The undiscounted value of these obligations is $1,847 million ( December 31, 2012 – $2,771 million ; January 1, 2012 – $1,307 million ) (note 21 ) .





For the purpose 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 outflows, 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
sites with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.





For the year ended December 31, 2013 , the Company applied a 30-year risk-free rate of 4% to all sites with the exception of those sites with a reclamation lifecycle of greater than 100 years where a 5.9% risk-free rate was applied. The weighted average of the two discount rates was 5.3% ( 2012 – 4.6% ; 2011 – 4.3% ).





Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the 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.





|    |                                                                                
|--- | -------------------------------------------------------------------------------
|(h) | Guarantee of minimum cumulative silver ounces sold by Primero to Silver Wheaton




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 Company’s 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, 2013 , the amount recognized as a liability and recorded in non-current provisions for the Company’s guarantee to
Silver Wheaton was $2
million ( December 31,
2012 – $7 million ; January 1, 2012 – $7 million ).





|    |              
|--- | -------------
|(i) | Contingencies




Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s 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.





|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|i. | In 2005, prior to construction of the Peñasquito mine, an agreement was negotiated with the
Cerro Gordo Ejido for the use of 600 hectares (approximately 1,483 acres) of surface land which includes 60% of the mine pit area, the waste rock facility and explosive magazine storage area and is located within the confines of the proposed
Peñasquito mine site. The terms of the agreement were based on comparable surface valuations in the region as well as on similar agreements at the Peñasquito mine and other Mexican mining operations. In 2009, the Cerro Gordo Ejido
commenced an action against Minera Peñasquito in Mexico’s agrarian courts challenging the land use agreement. Following a series of legal proceedings, the agrarian courts ruled on June 18, 2013, that the land use agreement was null and
ordered the land to be returned to the Cerro Gordo Ejido for payment of 2.4 million pesos. Three separate claims are currently proceeding in the First District Court of Zacatecas by the Cedros and Mazapil Ejidos and a local transportation union
which have resulted in the suspension of the agrarian court’s ruling, pending resolution of the three claims. The Cerro Gordo Ejido has appealed the
suspension.




Negotiations are taking place under the official observation of the office of the Mexican Secretary of the Economy and Goldcorp believes that proper representatives of both parties are currently
engaged in a constructive process with a view to reaching a


GOLDCORP    | 28




---

---

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


mutually beneficial settlement of the land claim. Goldcorp has filed with the
office of the Secretaria De Desarrollo Agrario Territorial y Urbano the required filings to expropriate the disputed lands. In addition, Goldcorp will continue to employ all legal means at its disposal to  ensure continuity of operations and to protect Goldcorp’s mineral concession rights consistent with Mexican law.
Operations at the Peñasquito mine have not been impacted. However, in the event the suspensions of the agrarian court ruling are revoked or the claims by the Ejido Cedros, Ejido Mazapil and transportation union are ultimately rejected, Ejido
Cerro Gordo would, absent any other intervening event be entitled to possession of the Cerro Gordo lands. Should this occur, mine operations would be adversely impacted, and in such circumstances, the ultimate resolution of this matter is not
determinable at this time.





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ii. | In 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 employer’s obligation to compensate employees with appropriate statutory profit sharing within Mexico. The Company has determined that it is probable that no additional obligation for
statutory profit sharing payments is required to be recorded in the Company’s consolidated financial statements as at and for the year ended December 31, 2013, other than what is presently
recorded.







GOLDCORP   
 | 29




---

---

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


|   |                                                
|-- | -----------------------------------------------
|7. | ASSETS HELD FOR SALE AND DISCONTINUED
OPERATION

On February 3, 2014, the Company announced that it
had, in conjunction with its joint venture partner, Barrick Gold Corporation ("Barrick"), entered into a definitive agreement to sell their respective interests in Marigold. Under the terms of the agreement, the joint venture partners will receive
total consideration of $275 million in cash, subject to certain closing adjustments. The transaction is expected to complete by the end of March
2014.


The disposal of Marigold reflects the Company's ongoing strategy to focus
on a portfolio of core assets. At December 31, 2013, the sale of the Company's holding in Marigold was considered highly probable, therefore, Marigold met the asset held for sale and discontinued operations criteria. Accordingly, the results of the
Company's 66.7% share of Marigold have been presented as results from a discontinued operation. The comparative net (loss) earnings and cash flows from discontinued operation have been re-presented to include those operations classified as
discontinued in the current year. The components of net (loss) earnings, assets and liabilities from discontinued operation are as
follows:


Years ended December 31
2013

2012Revenues
$
151

$
160Mine operating costs
(120
)
(92
)Earnings from
mine operations
31

68Impairment of mining
interest
(132
)
—Corporate administration
—

(1
)(Loss) earnings from operations
(101
)
67Other expenses
(2
)
(1
)Income taxes
36

(12
)(Loss) income from discontinued operation
$
(67
)
$
54Net
 (loss) earnings from discontinued operation attributable to shareholders of Goldcorp Inc.
$
(67
)
$
54Net
 (loss) earnings per share from discontinued operationBasic
$
(0.09
)
$
0.07Diluted
$
(0.09
)
$
0.06


At December 31 2013AssetsCurrent assetsInventories and stockpiled
ore
$
69Other
675Mining
interests
152Total
 assets held for sale
$
227LiabilitiesCurrent liabilitiesAccounts payable and accrued
liabilities
$
16Income taxes
payable
218Deferred income taxes
9Provisions
17Total
 liabilities relating to assets held for sale
$
44Net
 assets held for sale
$
183


As the Company has concluded that as of December 31, 2013, Marigold met the criteria for classification as held for sale, its assets and liabilities have been presented separately under current
assets and current liabilities, respectively, and measured at the lower of its carrying amount and FVLCTS, being FVLCTS.  As a result, the Company recognized an impairment expense of $86 million, net of tax ($132 million before tax) against the
carrying amount of Marigold's mining
interests.





GOLDCORP    | 30




---

---

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


|   |                 
|-- | ----------------
|8. | PRODUCTION
COSTS

Years ended December 31


2013

2012Raw materials and consumables


$
1,112

$
997Salaries and employee benefits(a)


464

401Contractors


384

340Royalties(note 13(m))


55

75Change in inventories


(127
)
(55
)Revisions in estimates and
liabilities incurred on reclamation and closure cost obligations
(25
)
84Other


128

119$
1,991

$
1,961


|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Excludes$85 millionof salaries and employee benefits included in corporate administration expense for theyear endedDecember 31, 2013(2012–$64
million).

|   |              
|-- | -------------
|9. | FINANCE
COSTS

Years ended December 31
2013

2012Interest expense
$
26

$
9Finance fees
4

4Accretion of reclamation and
closure cost obligations(note 21)
20

14$
50

$
27





|    |                               
|--- | ------------------------------
|10. | INVENTORIES AND STOCKPILED
ORE

At December 31 2013

At
December 31 2012

At January 1
2012Supplies
$
225

$
228

$
161Finished goods
87

80

80Work-in-process
27

28

19Heap leach ore
349

304

237Stockpiled
ore
180

72


65868

712

562Less: non-current heap leach
and stockpiled ore(note 19)
(141
)
(16

)
(12

)$
727

$
696

$
550





The costs of inventories recognized as an
expense for the year ended  December 31, 2013 amounted to $2,524 million and are included in total mine operating costs (2012 – $2,314 million ).





|    |                 
|--- | ----------------
|11. | NOTES
RECEIVABLE

At December 31 2013

At December 31
2012

At January 1
2012$60 million 1-year Primero convertible
note
$
—

$
—

$
30$50 million
5-year Primero promissory note
28

42


5228

42

82Current notes
receivable within one year
(5
)
(5

)
(40

)Non-current
notes receivable after one year
$
23

$
37

$
42





GOLDCORP   
 | 31




---

---

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


As partial consideration for the disposition of the San Dimas assets/San Dimas
Silver Wheaton Silver Purchase Agreement in 2010, the Company received the 1-year Primero convertible 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 annual effective interest rates of 5.0% and 5.5%, for the 1-year Primero convertible note and 5-year Primero promissory note, respectively. On
August 7, 2012, the Company received 8,422,460 Primero shares as settlement for the outstanding $30 million principal amount of the 1-year Primero convertible note (note 13(e) ) . The 5-year Primero
promissory note matures on August 5,
2015.





Interest income on the 5-year Primero promissory note for the year ended December 31,
2013 amounted to $2 million , net of a nominal amount of
accretion (2012 – $3 million on the Primero notes, net of a nominal amount of accretion). There was no accrued interest receivable recorded for the 5-year Primero
promissory note at December 31, 2013 (December 31, 2012 – $ nil , January 1, 2012 – $5 million, included in other
current assets ( note 12 ) ).





|    |                     
|--- | --------------------
|12. | OTHER CURRENT
ASSETS

At December 31 2013

At
December 31 2012

At January 1
2012Current derivative assets(note 23(a))
$
41

$
42

$
21Prepaid expenses and other
48

46

47Marketable securities(notes 18 & 23(b))
5

12

15Other
receivables
45

45


—$
139

$
145

$
83











GOLDCORP    | 32




---

---

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


|    |                 
|--- | ----------------
|13. | MINING
INTERESTS

Mining
 propertiesDepletable
Non-depletableReservesandresources
Reservesandresources
Explorationpotential
Plant and equipment(i)(j)
Investmentsin associates(note 14)
TotalCostAt
January 1, 2013(note 4)
$
7,395

$
6,528

$
8,506

$
4,278

$
2,663

$
29,370Expenditures on mining interests(b)(c)
530

652

3

880

49

2,114Expenditures
 on mining interests classified as held for sale(note 7)
11

—

—

51

—

62Reclassifications
 to mining interests classified as held for sale(note 7)
(273
)
(18
)
—

(195
)
—

(486
)Share
of net losses and impairment of associates
—

—

—

—

(395
)
(395
)Dividends
 from associate
—

—

—

—

(108
)
(108
)Transfers and other movements(f)(g)
27

420

(339
)
124

1

233At December 31, 2013
7,690

7,582

8,170

5,138

2,210

30,790Accumulated
 depreciation and depletion and impairmentAt
January 1, 2013(note 4)
(1,942
)
—

—

(863
)

(2,805
)Depreciation
 and depletion(h)
(409
)
—

—

(300
)

(709
)Depreciation and
depletion relating to mining interests classified as held for sale(note 7)
(13
)
—

—

(12
)

(25
)Reclassifications
to mining interests classified as held for sale(note 7)
187

8

—

139


334Impairment
charges(note 17)(a)(f)(l)
(747
)
(242
)
(1,188
)
(318
)

(2,495
)Transfers and other movements(f)(g)
(5
)
—

—

53


48At December 31, 2013
(2,929
)
(234
)
(1,188
)
(1,301
)
—

(5,652
)Carrying amount – December 31, 2013
$
4,761

$
7,348

$
6,982

$
3,837

$
2,210

$
25,138


GOLDCORP    | 33




---

---

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


Mining
propertiesDepletable
Non-depletableReservesandresources
Reservesandresources
Explorationpotential
Plant
 and equipment(i)(j)
Investments
 in associates(note 14)
TotalCostAt January 1, 2012(note 4)
$
6,604

$
5,682

$
8,821

$
3,339

$
1,940

$
26,386Expenditures on
mining interests(b)(c)
642

624

—

721

514

2,501Share of net earnings and reversal of
impairment of associates(d)(e)
—

—

—

—

210

210Transfers
and other movements(g)
149


222


(315

)
218


(1

)
273At December
31, 2012(note 4)
7,395

6,528

8,506

4,278

2,663

29,370Accumulated depreciation and
depletionAt January 1, 2012(note 4)
(1,581
)
—

—

(616
)

(2,197
)Depreciation and depletion(h)
(356
)
—

—

(294
)

(650
)Transfers
and other movements(g)
(5

)
—

—

47



42At December 31, 2012(note 4)
(1,942
)
—

—

(863

)

(2,805
)Carrying amount – December 31, 2012
$
5,453

$
6,528

$
8,506

$
3,415

$
2,663

$
26,565Carrying amount
– January 1, 2012
$
5,023

$
5,682

$
8,821

$
2,723

$
1,940

$
24,189


GOLDCORP    | 34




---

---

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


A summary by property of the carrying amount of mining
properties is as follows:


Mining
propertiesDepletable
Non-depletableReservesandresources
Reservesandresources
Explorationpotential
Plant
 and equipment(i)(j)
At December 31 2013

At December 31
2012(note 4)

At January 1 2012(note 4)Red Lake(k)
$
690

$
1,004

$
734

$
478

$
2,906

$
2,786

$
2,592Porcupine
365

60

—

148

573

512

442Musselwhite(m)
179

4

112

242

537

519

467Éléonore(b)(m)
—

1,560

—

798

2,358

1,704

1,235Peñasquito(a)(b)(k)(m)
2,480

714

4,461

969

8,624

10,676

10,488Los Filos
581

23

—

182

786

755

733El Sauzal(a)
25

—

—

6

31

76

101Marlin(m)
412

64

35

143

654

739

725Cerro Blanco(a)
—

47

—

2

49

175

129Cerro Negro(b)(m)
—

2,563

1,520

742

4,825

4,125

3,670Marigold(a)(m)(note 7)
—

—

—

—

—

248

222Wharf
29

—

—

16

45

41

36El Morro(b)(m)
—

1,309

112

18

1,439

1,383

1,272Corporate
and Other(a)(f)(l)
—

—

8


93


101

163


137$
4,761

$
7,348

$
6,982

$
3,837

$
22,928

$
23,902

$
22,249Investments in associates(note 14)Alumbrera(a)(m)(note 4)




172

575

404Pueblo Viejo(m)(note 14(b))




1,528

1,546

1,052Primero(a)(d)(e)




176

197

100Tahoe(note 14(f))




334

345


3842,210

2,663

1,940$
25,138

$
26,565

$
24,189


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | During the three months ended June 30, 2013, the Company recognized total impairment charges of
$2,558 million, before tax(note17), of which$283
million(1)(note15)was applied against goodwill relating to Peñasquito and $2,275 million was applied to mining interests based on the relative carrying amounts of the assets as at June 30, 2013 that were subject
to the impairment charges. During the three months ended December 31, 2013, the Company recognized a further $515 million of impairment charges, $220 million and $295(2)million of which were applied against mining properties/plant and equipment of continuing and discontinued
operations and investments in associates, respectively. The$2,790 million(note17)impairment charges to mining interests for the year ended December 31, 2013 were applied as
follows:

GOLDCORP    | 35




---

---

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


Mining
propertiesDepletable
Non-depletableReservesandresources
Reserves andresources
Explorationpotential
Plant
 andequipment
Investments in
 associates(note 14)
TotalPeñasquito
$
647

$
108

$
1,129

$
260

$
—

$
2,144Cerro Blanco
—

126

—

5

—

131El Sauzal
26

—

—

3

—

29Mexico exploration properties(f)(l)
—

—

59

—

—

59Impairment – continuing operations(1)
673

234

1,188

268

—

2,363Alumbrera
—

—

—

—

276

276Primero
—

—

—

—

19

19Impairment – investments in associates(2)
—

—

—

—

295

295Marigold(note 7)
74

8

—

50

—

132Impairment – discontinued operation(3)
74

8

—

50

—

132Total
$
747


$
242


$
1,188

$
318


$
295


2,790


(1) Included in Impairment of mining interests and goodwill on the Consolidated Statements of (Loss) Earnings.


|    |                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------
|(2) | Included in Share of net (losses) earnings and impairment of associates on the Consolidated
Statements of (Loss) Earnings(note14).

(3) Included in Net (loss) earnings from discontinued operation on the Consolidated Statements of (Loss) Earnings (note 7 ) .


|    |                                                                                           
|--- | ------------------------------------------------------------------------------------------
|(b) | Includes capitalized borrowing costs incurred during theyears ended December 31as
follows:

2013

2012Éléonore

$
26

$
14Camino Rojo(k)
7

7Cerro Negro
43

26El
Morro
15

16$
91

$
63


The amounts capitalized include borrowing costs on the Company’s $1.5 billion notes (note 20 ) ,
convertible senior notes ("the Convertible Notes") (note 20 ) , and certain financing arrangements held by Cerro Negro ( note 23(d)(ii) ).


The amount of general borrowing costs capitalized were determined by applying the weighted average cost of borrowings during the year ended  December 31, 2013 of 5.4% ( 2012 – 8.57% ) proportionately to the accumulated qualifying expenditures on mining interests. Of the $106 million ( 2012  –  $63 million ) of interest incurred on the Company's 1.5 billion notes and Convertible Notes, $80 million ( 2012 – $63 million ) was capitalized
with the remainder recognized as finance costs in the Consolidated Statements of (Loss) Earnings (note 9 ) . All of the borrowing costs incurred
by the Company on the financing arrangements held by Cerro Negro of $11 million ( 2012 – $nil) were capitalized.


|    |                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | During theyear endedDecember 31, 2013, the Company incurred$153 million(2012–$200 million), in exploration and evaluation expenditures, of which$108 million(2012–$146 million) have been capitalized and included in expenditures on mining interests. The remaining$45 million(2012–$54 million) were expensed.

|    |                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | During the year endedDecember 31, 2012, the Company recognized a reversal of impairment expense of$65 millionin respect of the Company’s equity investment in Primero, primarily due to an
increase in Primero’s quoted market price in 2012. The Company had previously recognized a$65 millionimpairment expense during the year endedDecember 31, 2011.

GOLDCORP 
   | 36




---

---

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


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | 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 Company’s 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 gross proceeds of C$44 million ($45 million) and recognized a gain of $12 million, net of selling costs of $2 million. Immediately
following completion of the sale, the Company’s shareholding decreased to 32.2% of the issued and outstanding common shares of Primero.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | On December 19, 2013, the Company disposed of its 30.8% interest in the Cerro del Gallo property
to Primero, which had acquired a 69.2% interest in the property on May 22, 2013. The Company received an immediate cash payment of $8 million with additional contingent payments dependent on the project meeting certain milestones or market
conditions, and recognized a loss of $11 million. Prior to the disposal of the Company's holding in Cerro del Gallo, the Company recognized a $20 million impairment expense(note17)due to the FVLCTS of the project being lower than the carrying amount. The Cerro del Gallo project was previously included in the carrying amount of Corporate and Other as exploration properties
in Mexico.

|    |                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

Transfers and movements also includes the impact of changes to reclamation and
closure cost obligations and dispositions of mining interests during the period.





|    |                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | Depreciation and depletion expensed for theyear endedDecember 31, 2013was$634 million(2012–$585 million), as compared to total depreciation and depletion of$709 million(2012–$629 million), due to the capitalization of depreciation of$43 million(2012–$36 million), relating to development projects, and movements in
amounts allocated to work-in-progress inventories of$32 million(2012–$8
million).

Depletion expense for the year
ended  December 31, 2013 included $13 million ( 2012 – $9 million ) of depletion expense relating to the Company’s reclamation assets.


|    |                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | AtDecember 31, 2013, assets under construction, and therefore not yet being
depreciated, included in the carrying amount of plant and equipment amounted to$1,488 million(December 31, 2012–$771 million;January 1, 2012–$453 million).

|    |                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j) | AtDecember 31, 2013, finance leases included in the carrying amount of plant and
equipment amounted to$75 million(December 31, 2012–$86 million;January 1, 2012–$2 million).

|    |                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(k) | The Company’s 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 Peñasquito mining property and Red Lake mining property, respectively.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(l) | Corporate and Other includes exploration properties in Mexico. At December 31, 2013, the Company
recorded an impairment expense of $59 million against the carrying amount of the exploration properties of which $20 million was recorded against the Cerro del Gallo project(note13(f)). AtDecember 31, 2013, after the recording of impairment expense and
net expenditures and disposals, the carrying amount of exploration properties in Mexico was reduced to $8
million(December 31, 2012–$86 million;January 1, 2012–$86 million).

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(m) | Certain of the mining properties in which the Company has interests are subject to royalty
arrangements based on their net smelter returns ("NSR"s), 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 endedDecember 31, 2013, royalties included in production costs amounted to
$55 million(2012– $75 million)(note8). AtDecember 31, 2013, the significant royalty arrangements of the
Company were as
follows:

GOLDCORP    | 37




---

---

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


Producing
mining properties:Musselwhite
1 – 5% of NPIPeñasquito
2% of NSRMarlin
5% of NSRMarigold(note 7)
5 – 10% of NSRAlumbrera
3% of modified NSR plus 20% YMAD
royaltyPueblo
Viejo
3.2% of
NSR; 28.8% NPIDevelopment projects:Éléonore
2.2 – 3.5% of
NSRCerro Negro
3 – 4% of modified NSR and 1% of net
earningsEl
Morro
2% of
NSR





In addition to the above, effective January 1, 2014, a 0.5% royalty on gross income derived from the sale of gold and silver will be payable from the Company's Mexican operations related to the
Extraordinary Mining Duty enacted in December 2013 as part of various fiscal reforms.





|    |                          
|--- | -------------------------
|14. | INVESTMENTS IN ASSOCIATES

At December 31, 2013 , the Company had a 37.5% interest in Alumbrera (note 4 ) , a 40.0% interest in Pueblo Viejo, a 26.9% interest in Primero and a 39.7% interest in Tahoe. These investments are accounted for using the equity method and included
in mining interests (note 13 ). The Company adjusts each associate’s financial results, where appropriate, to give effect to uniform
accounting policies.


Alumbrera(a)

Pueblo Viejo(b)(c)

Other(1)(e)(f)

TotalOpening
 net assets of the Company’s investments inassociates at January 1, 2013(note 4)
$
575

$
1,546

$
542

$
2,663Expenditures
 and investments(note 13)
—

49

—

49Dividends
 from associate
(108
)
—

—

(108
)Impairment of investments in associates(a)(e)(note 17)
(276
)
—

(19
)
(295
)Company’s
 share of net losses of associates
(19
)
(66
)
(15
)
(100
)Other
—

(1
)
2

1Carrying amount of the Company's investment in associates at December 31, 2013
$
172

$
1,528

$
510

$
2,210


Alumbrera

Pueblo Viejo(d)

Other(1)

TotalOpening net assets of the Company’s
investments in associates at January 1, 2012(note 4)
$
404

$
1,052

$
484

$
1,940Expenditures and investments(note 13)
8

506

—

514Increase in ownership interest in associate(note 13(e))
—

—

30

30Partial disposition of investment in
associate(note 13(e))
—

—

(31
)
(31
)Reversal of impairment of investment in
associate(note 13(d))
—

—

65

65Company’s share of net earnings
(losses) of associates(d)
163


(12

)
(6

)
145Carrying amount of the Company’s investment in associate at December 31, 2012(note 4)
$
575

$
1,546

$
542


$
2,663


(1) Includes results of Primero and
Tahoe.


Summarized financial information for Alumbrera, Pueblo Viejo, Primero,
and Tahoe on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition and adjustments for differences in accounting policies, is as
follows:





GOLDCORP    | 38




---

---

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


Alumbrera(a)

Pueblo Viejo(b)(c)(d)

Other(1)(e)

TotalYear
ended December 31, 2013Revenues
$
1,034

$
1,078

$
200

$
2,312Production
 costs
(628
)
(439
)
(88
)
(1,155
)Depreciation and depletion
(289
)
(128
)
(39
)
(456
)Earnings from mine operations(h)
$
117

$
511

$
73

$
701Net losses of associates(h)
$
(51
)
$
(165
)
$
(44
)
$
(260
)The Company's share
of net losses of associates(c)
$
(19
)
$
(66
)
$
(15
)
$
(100
)Impairment of investments in associates(a)(e)
(276
)
—

(19
)
(295
)The Company’s equity share of net losses of associates
$
(295
)
$
(66
)
$
(34
)
$
(395
)Year ended December 31,
2012Revenues
$
1,639

$
—

$
183

$
1,822Production costs
(804
)
—

(75
)
(879
)Depreciation
and depletion
(193

)
—

(35

)
(228

)Earnings from
mine operations
$
642

$
—

$
73


$
715Net earnings
(losses) of associates
$
435

$
(31
)
$
(3
)
$
401The
Company’s share of net earnings (losses) of associates
$
163

$
(12
)
$
(6
)
$
145Reversal of impairment of
investment in associate(note 13(d))
—

—

65


65The
Company’s equity share of net earnings (losses) of associates
$
163

$
(12
)
$
59

$
210


(1) Includes results of Primero and
Tahoe.


At December 31, 2013
Alumbrera

Pueblo ViejoCurrent
 assets
$
688

$
556Non-current assets
1,318

6,9752,006

7,531Current
 liabilities
262

664Non-current liabilities
550

3,047812

3,711Net assets
$
1,194

$
3,820The Company's share of net assets of associates
$
448

$
1,528Impairment of investment in associate(a)
$
(276
)
$
—The Company’s equity share of net assets of
associates
$
172

$
1,528


At
December 31, 2012
Alumbrera

Pueblo 
Viejo(d)Current assets
$
887

$
259Non-current
assets
1,268

6,9772,155

7,236Current liabilities
286

287Non-current
liabilities
336


3,085622


3,372Net
assets
$
1,533

$
3,864The
Company’s equity share of net assets of associates
$
575

$
1,546


GOLDCORP    | 39




---

---

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


At
January 1, 2012
Alumbrera

Pueblo 
ViejoCurrent assets
$
370

$
116Non-current
assets
1,315

4,7211,685

4,837Current liabilities
241

213Non-current
liabilities
367


1,995608


2,208Net
assets
$
1,077

$
2,629The
Company’s equity share of net assets of associates
$
404

$
1,052


The Company’s equity share of cash flows of Alumbrera, Pueblo Viejo, Primero and Tahoe are as
follows:


Alumbrera
Pueblo Viejo
Other
TotalYear ended December 31, 2013Net cash provided by (used in) operating activities
$
128

$
43

$
(7
)
$
164Net cash used in investing activities
$
(169
)
$
(96
)
$
(79
)
$
(344
)Net cash (used in) provided by financing activities
$
(107
)
$
65

$
9

$
(33
)Year ended December 31,
2012Net cash
provided by (used in) operating activities
$
137

$
(37
)
$
4

$
104Net cash
used in investing activities
$
(20
)
$
(443
)
$
(55
)
$
(518
)Net cash
provided by (used in) financing activities
$
—

$
489

$
(3
)
$
486


|    |                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|(a) | At December 31, 2013, the Company recognized an impairment expense of$276 millionin respect of its investment in Alumbrera(notes13(a)and17).

|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(b) | On January 8, 2013, the Company announced commercial production at the Pueblo Viejo mine,
effective January 1, 2013.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | During the third quarter of 2013, Pueblo Viejo reached an agreement with the Government of the
Dominican Republic concerning amendments to the Special Lease Agreement ("SLA") for the Pueblo Viejo mine which clarified various administrative and operational matters. These amendments included the following items: elimination of a 10% return
embedded in the initial capital investment for purposes of the NPI; an extension of the period over which Pueblo Viejo will recover its capital investment; a delay of application of NPI deductions; a reduction of depreciation rates; and the
establishment of a graduated minimum tax. The graduated tax will be adjusted up or down based on metal prices. The agreement also includes the following broad parameters consistent with the SLA: corporate income tax rate of 25%; net smelter
royalty of 3.2%; and a NPI of 28.8%.

As a result of the
amendments, a cumulative $183 million charge was recognized in the Company's share of net (losses) earnings of associates, comprised of current and deferred taxes.


|    |                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | During the year endedDecember 31, 2012, Pueblo Viejo recognized an impairment expense of$35 million, net of tax (Goldcorp’s share –$14 million) included in the Company's share of net earnings (losses) of associates, in respect of certain power assets.

|    |                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | The quoted market values of the Company’s investments in Primero and Tahoe atDecember 31, 2013were$137 millionand$1.0 billion, respectively, based on the closing share prices of Primero and Tahoe. AtDecember 31, 2013, the carrying amounts of these investments were$176 millionand$334 million, respectively.

Due to the quoted market value of Primero being lower than its carrying amount at December 31, 2013, the Company performed an assessment on the recoverable amount of Primero against the carrying
amount of the investment. As a result, the Company recorded an impairment expense of $19 million representing the
difference between the carrying amount of the investment and the VIU as of December 31, 2013  (note 17 ) .


|    |                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------
|(f) | On January 14, 2014, Tahoe announced that the Escobal mine had achieved commercial production,
effective January 1,
2014.

GOLDCORP    | 40




---

---

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


|    |                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(g) | AtDecember 31, 2013, the Company’s share of its associates’ capital
commitments was$14 million(December 31, 2012–$92 million;January 1, 2012–$331 million). These commitments are included in the Company’s consolidated capital commitments(note23(d)(ii)).

|    |                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | The net expense of $961 million for the year ended December 31, 2013, which reconciles earnings
from mine operations of $701 million to net losses of associates of $260 million, comprised primarily of finance costs and income taxes (2012 - net income of $314 million which reconciles earnings from mine operations of $715 million to net earnings
of associates of $401 million).

|    |         
|--- | --------
|15. | GOODWILL

The carrying amount of goodwill has been allocated to the Company’s CGUs and included in the respective operating segment assets in note 16 as shown below:


Cerro Negro
Red Lake
Peñasquito
Los Filos
TotalAt January 1,
2012
$
975

$
405

$
283

$
74

$
1,737At December 31, 2012
$
975

$
405

$
283

$
74

$
1,737Impairment
expense
—

—

(283
)
—

(283
)At December 31, 2013
$
975

$
405

$
—

$
74

$
1,454





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 management’s internal
review. At June 30, 2013, the Company recorded $283 million of impairment charges for goodwill at Peñasquito ( notes 13(a) and 17 ) .








GOLDCORP    
| 41




---

---

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


|    |                      
|--- | ---------------------
|16. | SEGMENTED
INFORMATION

Operating results of operating segments are
reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Significant information relating to the Company’s reportable operating segments is
summarized in the table below:


Revenues(c)(d)
Depreciationand 
depletion
(Loss)
 earnings from operations and associates(d)(f)(g)
Expenditures on mining interests(e)Years
 Ended December 312013

2012


2013

2012


2013

2012


2013

2012Red Lake(a)
$
684

$
852

$
107

$
83

$
309

$
503

$
233

$
281Porcupine
407

439

56

51

163

88

96

111Musselwhite
353

403

53

44

101

161

75

99Éléonore
—

—

—

—

—

—

589

472Peñasquito(a)(note 17)
1,148

1,588

163

207

(2,270
)
640

233

259Los Filos
457

565

62

50

189

325

112

85El Sauzal(note 17)
113

137

32

35

(22
)
41

1

9Marlin
447

551

142

100

94

256

65

97Cerro Blanco(note 17)
—

—

—

—

(138
)
—

6

46Alumbrera(i)(j)(notes 4 and 17)
388

615

108

73

(350
)
241

71

29Cerro
 Negro(h)
—

—

—

—

—

—

560

322Wharf
78

125

4

4

22

67

11

8El Morro
—

—

—

—

—

—

55

112Pueblo Viejo(i)(j)(notes
14(b) and (c))
431

—

51

—

205

—

98

448Other(b)(note 17)
—

—

15

11


(347
)
(207

)
29

39Attributable segment total for continuing
operations(i)
$
4,506

$
5,275

$
793

$
658

$
(2,044
)
$
2,115

$
2,234

$
2,417Alumbrera(i)(j)
(388
)
(615
)
(108
)
(73
)
55

(78
)
(71
)
(20
)Pueblo
Viejo(i)(j)(notes 14(b) and (c))
(431
)
—

(51
)
—

(271
)
(12

)
(49
)
58Consolidated segment total
for continuing operations
$
3,687

$
4,660

$
634

$
585

$
(2,260
)
$
2,025

$
2,114

$
2,455Consolidated segment total for discontinued
operation(note 7)
$
151

$
160

$
21

$
17

$
(101
)
$
67

$
62

$
46Consolidated segment total
$
3,838

$
4,820

$
655

$
602


$
(2,361
)
$
2,092

$
2,176

$
2,501


GOLDCORP    | 42




---

---

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


Total
AssetsAt December 31 2013

At
December 31 2012

At January 1
2012Red Lake(a)
$
3,736

$
3,477

$
3,039Porcupine
679

552

483Musselwhite
635

550

488Éléonore
2,491

1,808

1,269Peñasquito(a)(note 17)
9,414

11,790

11,363Los Filos
1,456

1,223

1,226El Sauzal(note 17)
60

140

222Marlin
850

872

1,159Cerro Blanco(note 17)
50

180

133Alumbrera(notes 4 and 17)
172

575

404Cerro Negro(h)
6,119

5,312

4,732Wharf
77

83

105El Morro
1,484

1,395

1,292Pueblo Viejo
1,528

1,546

1,052Marigold(note 7)
227

356

324Other(b)(note 17)
586

1,120

1,855Total
$
29,564

$
30,979

$
29,146


Total
LiabilitiesAt December 31 2013

At
December 31 2012

At January 1
2012Red Lake(a)
$
97

$
124

$
95Porcupine
241

259

173Musselwhite
77

93

81Éléonore
541

492

392Peñasquito(a)
3,031

3,011

2,947Los Filos
258

116

103El Sauzal
78

60

60Marlin
183

115

97Cerro Blanco
9

3

5Alumbrera(note 4)
—

—

—Cerro Negro(h)
1,618

1,362

1,203Wharf
38

39

51El Morro
467

468

448Pueblo Viejo
—

—

—Marigold(note 7)
44

71

71Other(b)
3,124

1,837

1,935Total
$
9,806

$
8,050

$
7,661


GOLDCORP    | 43




---

---

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


|    |                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The Company’s 100% interests in the Cochenour gold project in Canada and Camino Rojo gold
project in Mexico are included in the Red Lake and Peñasquito reportable operating segments, respectively.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Other includes corporate activities, the Company’s 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 atDecember 31, 2013were$68 millionand$3,124 million, respectively (December 31, 2012–$492 millionand$1,837 million, respectively;January 1, 2012–$1,285 millionand$1,935 million, respectively). AtDecember 31, 2013, the Company recognized an impairment expense of$59 millionin respect of the Mexican exploration properties, and after net disposals and expenditures of$19 million, the carrying amount of the properties is reduced to$8
million(December 31, 2012–$86 million;January 1, 2012–$86 million).

|    |                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | The Company’s principal product is gold doré with the refined gold bullion sold
primarily in the London spot market. Concentrate produced at Peñasquito and Alumbrera, containing both gold and by-product metals, is sold to third party
refineries.

The Company’s consolidated revenues
(excluding attributable share of revenues from associates) for the years ended December 31 are as follows:


2013

2012Gold
$
2,886

$
3,527Silver
528

799Zinc
167

234Lead
99

97Copper
7

3$
3,687

$
4,660


All reportable operating segments (including attributable share of revenues from associates) principally derived their revenue from gold sales other than segments identified in the following
table:


Years Ended December 31Peñasquito

Marlin

Alumbrera

Pueblo ViejoGold
2013
$
516

$
285

$
141

$
4142012
$
674

$
347

$
221

$
—Silver
2013
359

162

9

172012
580

204

16

—Lead
2013
99

—

—

—2012
97

—

—

—Zinc
2013
167

—

—

—2012
234

—

—

—Copper
2013
7

—

227

—2012
3

—

364

—Molybdenum
2013
—

—

11

—2012
—

—

14

—Total – Goldcorp’s
share
2013
$
1,148

$
447

$
388

$
4312012
$
1,588

$
551

$
615

$
—


|    |                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | Intersegment sales and transfers are eliminated in the above information reported to the
Company’s chief operating decision maker. For theyear endedDecember 31, 2013, intersegment purchases include ounces purchased from Pueblo Viejo of$431 million(2012– $nil). For theyear endedDecember 31, 2013, revenues related to the sale of these ounces to external third parties were$431
million(2012– $nil).

|    |                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | Segmented expenditures on mining interests include capitalized borrowing costs, are net of
investment tax credits, and exclude additions to reclamation assets arising from changes in estimates, and are presented on an accrual basis. Expenditures on mining interests and interest paid in the Consolidated Statements of Cash Flows are
presented on a cash basis. For theyear
ended

GOLDCORP    | 44




---

---

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


December 31, 2013 , the change in accrued expenditures and investment tax credits was an
increase of 98 million ( 2012 – $169 million ).


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | The$68 millionof netexpensesfor theyear endedDecember 31, 2013(2012– netearningsof$90 million), which reconciles the Company’slossof$2,260 millionfrom operations and associates (2012– netearningsof$2,025 million), to the
Company’slossof$2,328 millionbefore taxes (2012–earningsof$2,115 millionbefore taxes),
mainly arose from corporate activities that would be primarily allocated to the Other reportable operating segment.

|    |                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(g) | The attributable segment total of (loss) earnings from operations and associates eliminates
certain non-operating expenses/(income), which includes finance costs and income taxes that are included in Alumbrera and Pueblo Viejo’s net equity earnings on a consolidated basis for segmented information disclosure purposes.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

|    |                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | The Company includes certain Alumbrera and Pueblo Viejo operating results on a proportionate
basis instead of on an equity basis in its attributable segment totals for segmented information disclosure purposes, consistent with how the operating results are reported to the Company’s chief operating decision
maker.

|    |                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(j) | The net total of expenditures on mining interests for Alumbrera and Pueblo Viejo represent
expenditures on mining interests on a proportionate basis instead of on an equity basis.

|    |           
|--- | ----------
|17. | IMPAIRMENT

The recoverable amounts of the Company’s CGUs, which include mining properties, plant and equipment (note 13 ) and
allocated goodwill (note 15 ) , are determined on an annual basis, or where facts and circumstances provide impairment indicators. The recoverable
amounts are based on each CGU’s future after-tax cash flows expected to be derived from the Company's mining properties and represent each CGU’s FVLCTS. The after-tax cash flows are determined based on life-of-mine (“LOM”)
after-tax cash flow projections which incorporate management’s 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, inflation, and long-term foreign exchange rates. Metal pricing included in the cash flow projections beyond five years is based on historical volatility and consensus analyst pricing. Projected cash flows are
discounted using an after-tax discount rate of 5% which represents the Company’s weighted average cost of capital and which includes estimates for risk-free interest rates, market value of the Company’s equity, market return on equity,
share volatility and debt-to-equity financing ratio. Management’s estimate of the FVLCTS of its CGUs is classified as level 3 in the fair value
hierarchy.


At December 31, 2013, the Company performed an annual review of the
recoverable amounts of its CGUs and recognized a $357 million, net of tax ($383 million before tax) of impairment expense in respect of the Company's investments in Alumbrera and Primero (note 14 ), the El Sauzal mine and certain Mexican exploration projects.


The impairment expense recognized in respect of each of the Company's CGUs for the year ended December 31, 2013 were as follows:


For the year ended December 31, 2013
Mining interest

Goodwill

TotalPeñasquito
$
2,144

$
283

$
2,427Cerro
Blanco
131

—


131El
Sauzal
29

—

29Mexican exploration
properties
59

—

59Impairment – owned by subsidiaries, continuing operations
$
2,363

$
283

$
2,646Alumbrera

$
276

$
—

$
276Primero

19

—


19Impairment – investment in associates
$
295

$
—

$
295Total
$
2,658

$
283

$
2,941


At June 30, 2013, the carrying amount of the net assets of the Company exceeded
its market capitalization, which is an indicator of potential impairment of the carrying amount of its net assets. In addition, prior to the close of the quarter ended June 30, 2013, metal prices declined


GOLDCORP    | 45




---

---

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


significantly. As a result, the Company assessed the
recoverable amounts of each of its CGUs at June 30, 2013 and recorded impairment charges of $1,958 million, net of tax ($2,558 million before tax), against the carrying amounts of Peñasquito and Cerro
Blanco.


At December 31, 2013, as part of the annual review of recoverable
amounts of its CGUs, Penasquito's FVLCTS was reassessed utilizing an updated mine plan which incorporated the results of the 2013 year end reserve and resource update. As a result of this assessment, the Company concluded that there were no
indicators present that would require a further impairment or a reversal, in whole or in part, of the impairment charges recorded in the second quarter of 2013.


|   |                   
|-- | ------------------
|a) | Impairment testing

The Company's impairment testing at June 30, 2013 and
December 31, 2013 incorporated the following assumptions:


|   |                               
|-- | ------------------------------
|i) | Pricing assumptions and
impact

The projected cash flows used in impairment testing
are significantly affected by changes in assumptions for metal prices, future capital expenditures, production costs estimates, discount rates and exchange rates. If metal prices were to remain at spot prices for an extended period of time, the
Company would need to re-evaluate the pricing assumptions used for its impairment testing. For the June 30, 2013 and December 31, 2013 impairment assessments, the metal prices assumptions were as
follows:


At June 30, 2013

At December 31, 2013Metal price assumptions
2014 to 2018

Long-term

2014

2015 to 2018

Long-termGold (per ounce)
$
1,400

$
1,350

$
1,200

$
1,300

$
1,300Silver (per ounce)
$
23

$
24

$
20

$
22

$
22Copper (per pound)
$
3.35

$
3.00

$
3.00

$
3.04

$
3.00Zinc (per pound)
$
0.83

$
0.85

$
0.90

$
0.90

$
0.90Lead (per pound)
$
0.92


$
0.80


$
1.00


$
0.90


$
0.90


During 2013, the metal pricing environment related to valuation of
exploration-related in-situ ounces and the market value thereof had declined with a varying impact dependent on facts and circumstances at each individual project, including external market risk and product mix exposure. The impact of this change in
the environment for exploration stage projects was assessed on a CGU by CGU basis, applying the market comparables most closely related to the specifics of the exploration property.


|    |                                                                                
|--- | -------------------------------------------------------------------------------
|ii) | Additional CGU-specific assumptions affecting the recoverable amount
assessment

Peñasquito


Valuation of exploration potential of in-situ ounces


The metal pricing environment related to valuation of exploration-related in-situ ounces and the market value thereof has declined. The exploration potential at Peñasquito is included as part of
the Peñasquito CGU and is valued using a market approach, which examines market comparable information and external market risk, taking into account product mix exposure and characteristics of the Peñasquito property. Based on the
assessment performed as at June 30, 2013, the Company concluded that the market value per in-situ ounce of the exploration potential at Peñasquito had declined by approximately 25% to 35% resulting in a reduction of the estimated recoverable amount of that exploration potential. As
at December 31, 2013, there have been no significant changes related to the valuation of exploration-related in-situ ounces.


Capital and operating cost assumptions


Capital costs assumptions increased at Peñasquito during the second quarter of 2013, as studies were completed and defined an additional water source for Peñasquito referred to as the
“North Well Field”. The Company also commenced a follow-up study to analyze optimal tailings deposition for stage 2 of the tailings facility for the potential to enhance long-term water efficiency at Peñasquito. Pending the outcomes
of these studies and based on the information available to date, a revised capital cost estimate in relation to the water and tailings project was included in Peñasquito’s current LOM.


The projected cash flows are significantly affected by changes in assumptions
about metals prices, future capital expenditures, production costs estimates, discount rates and exchange rates. For the June 30, 2013 and December 31, 2013 impairment assessments, metal price assumptions were as noted in the table above.
Future operating costs assumptions included in Peñasquito’s current LOM are $1.90 per tonne of ore mined, $7.20 per tonne of sulphide ore milled, and general and administrative costs of $1.80 per tonne of sulphide ore milled at the
December 31, 2013 annual assessment, compared to $1.70 per tonne of


GOLDCORP    | 46




---

---

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


ore mined, $8.50 per tonne of sulphide ore milled, and general and administrative costs of $1.50 per tonne of sulphide ore milled at the June 30, 2013 assessment. Additionally, at December
31, 2013, management's estimate of the effects of the uncertainty related to the Cerro Gordo Ejido legal matter (note 6(i)(i)) has been incorporated into the capital and operating cost assumptions.


The capital costs and operating costs assumptions were updated at the December 31, 2013 annual assessment with the combined changes having no significant impact to Peñasquito's recoverable
amount, as compared to June 30, 2013.


The discount rate and exchange rates
remain unchanged at the December 31, 2013 annual assessment as no significant changes that would impact these assumptions had
occurred.


Mexican
Royalty


During the second quarter of 2013, the Mexican Chamber of Deputies
approved a bill which proposed a 5% tax-deductible mining duty calculated on an
operating mine’s taxable income before the deduction of interest, taxes, depreciation and amortization. In December 2013, the Mexican President signed a bill approving significant tax reforms including a tax-deductible mining royalty of 7.5%
on earnings before the deduction of interest, taxes, depreciation and amortization, with precious metals mining companies paying an additional 0.5% on precious metals revenue, which is a significant increase to the 5% rate proposed in the second
quarter of 2013. In addition, the corporate tax rate will increase to 30% from 28%. These tax reforms have an effective date of January 1, 2014 and were incorporated into the December 31, 2013 impairment assessment. The impact of these updates,
in combination with the other changes noted above, did not result in a significant change to the estimated net recoverable amount of the Peñasquito mine at December 31, 2013 as compared to June 30,
2013.


Cerro
Blanco


During the second quarter of 2013, the Company announced its intention
to undertake a strategic review of the Cerro Blanco project which resulted in an impairment charge of $131 million , net of tax ( $131 million before
tax), against the carrying amount of Cerro Blanco's mining interests. Management concluded in the second quarter of 2013 as a result of cash flow constraints arising from the declining metal price environment, that the Company does not intend to
develop this project. The estimated recoverable amount of the project was based on management’s best estimate of market value at June 30, 2013 based on the available measured and indicated, and inferred resources (note 13 ) .
Management reviewed an updated project feasibility in the fourth quarter of 2013 and the impact of the update did not result in a significant change to the estimated net recoverable amount of Cerro Blanco at December 31, 2013 as compared to June 30,
2013, and therefore, confirms management's earlier decision to not develop the project.


Alumbrera


During
 the fourth quarter of 2013, the Company received the updated LOM plan for Alumbrera. As the operation is approaching the latter stages of its operating life, access to mineable ore will be gradually limited by significant waste stripping
requirements and longer haul cycles. As a result, the updated LOM plan included lower forecast ore tonnes mined. The forecast shortfall in ore tonnes resulted in the expected depletion of all available stockpiles by 2015, and the inability to
provide sufficient tonnes to meet mill capacity thereafter. In addition, Alumbrera management conducted a thorough review of their closure plan estimates which resulted in higher than expected reclamation costs. The impact of these updates, in
combination with the change in metal price assumptions, resulted in an impairmentexpense of $276 million, net of tax ($276 million before tax) against the carrying amount of the Company’sinvestment in
Alumbrera.


Primero


At December 31, 2013, the Company performed an impairment assessment in respect of its equity investment in Primero due to a decline in the quoted market value of Primero below the carrying
amount of the Company's investment. The Company determined that the cumulative impact of equity transactions undertaken by Primero had reduced the recoverable amount of the Company's investment, therefore the Company recognized an impairment expense
of $19 million , net of tax ($19 million before tax) in respect of its investment in
Primero.


El
Sauzal


As at December 31, 2013, management estimates the remaining operating
life of El Sauzal to be less than two years. As a result of changes in metal price assumptions and the increase in estimated reclamation costs as El Sauzal approaches the end of its mine life, management recorded an impairment expense of $20
million, net of tax ($29 million before tax), against the carrying amount of the opeartion's mining interests.





GOLDCORP   
 | 47




---

---

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


Mexican exploration
properties


During the fourth quarter of 2013, the Company performed a strategic
review of several exploration properties in Mexico, including the Santo Domino and El Salitre assets. Due to the depressed metals price environment, the impact of the tax reforms in Mexico, and evaluation of the future exploration potential,
management has elected to cease further exploration at these properties. As a result, an impairment expense of $42 million, net of tax ($59 million before tax) was recognized, against the carrying amounts of the properties' mining interests.


|   |                     
|-- | --------------------
|b) | Sensitivity
analysis

As part of the annual review of the recoverable
amounts of its CGUs, which incorporates the changes to the LOM plans arising from the Company's annual planning and reserve and resource process,the Company undertook a sensitivity analysis to identify the impact of changes in long-term pricing and
production costs relative to current assumptions which would cause a CGU’s carrying amount to exceed the aggregate of its recoverable amount. As at December 31, 2013, the carrying amounts, including goodwill, net of tax, for the Red Lake,
Cerro Negro, Éléonore, Porcupine, and Los Filos CGUs were $2.9 billion , $4.6 billion , $2.1 billion , $0.5 billion and $0.7 billion ,
respectively.


The table below indicates the long-term gold price assumptions
required in order for the estimated recoverable amounts to equal the carrying amounts for each of the Red Lake, Cerro Negro, Éléonore, Porcupine and Los Filos
CGUs.


Long-term price – $ per ounce required
for recoverable amount to equal carrying amountAt December 31, 2013Red Lake
Cerro Negro
Éléonore
Porcupine
Los FilosLong-term gold price
$1,067
$1,203
$921
$1,152
$1,063





However, the Company
believes that adverse changes in metal price assumptions that would impact certain other inputs for the LOM plans, which may offset, to a certain extent, the impact of these adverse metal price
changes.


The following table indicates the change in production cost
assumptions would be required in order for the estimated recoverable amounts to equal the carrying amounts for each of the Red Lake, Cerro Negro, Éléonore, Porcupine and Los Filos
CGUs:


% increase required for recoverable amount to equal carrying amountAt December 31, 2013Red Lake
Cerro Negro
Éléonore
Porcupine
Los FilosProduction cost
32%
8%
64%
13%
22%


Argentina’s current inflationary and foreign exchange environment also continues to be evaluated. A key assumption in Cerro Negro’s current LOM after-tax cash flow projections is that
total operating costs increased by inflation would be offset by a devaluation of the Argentine peso following production start-up. Should this assumption regarding the future macroeconomic situation in Argentina change, and sustained inflation
continues, without a commensurate change in the foreign exchange rate, the estimated recoverable amount of Cerro Negro could be adversely
impacted.





GOLDCORP    | 48




---

---

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





|    |                          
|--- | -------------------------
|18. | INVESTMENTS IN
SECURITIES

At December 31 2013

At
December 31 2012

At January 1
2012Equity securities –
available-for-sale
$
82

$
174

$
222Less: marketable securities
included in other current assets(note 12)
(5
)
(12

)
(15

)$
77

$
162

$
207





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
long-term are classified as marketable securities and included in other current assets. The investments in equity securities are classified as available-for-sale and measured at fair value with mark-to-market gains and losses recognized in other
comprehensive income (note 23(b) ) .





|    |                         
|--- | ------------------------
|19. | OTHER NON-CURRENT
ASSETS

At December 31 2013

At
December 31 2012

At January 1
2012Sales/indirect
taxes recoverable
$
208

$
100

$
41Heap leach and stockpiled ore(note 10)
141

16

12Other
59

72


34$
408

$
188

$
87





|    |               
|--- | --------------
|20. | DEBT
FINANCING

At December 31 2013

At
December 31 2012

At January 1
2012$1.5 billion notes(a)(c)
$
1,482

$
—

$
—$863 million convertible senior notes(b)(c)
832

783


7372,314

783

737Less: current portion
of long-term debt(b)
(832
)
—

—$
1,482

$
783


$
737


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | On March 20, 2013, the Company issued two tranches of notes totalling $1.5 billion,
consisting of $500 million in 5-year notes (“5-year Notes”) with a coupon rate of2.125%and $1.0 billion in 10-year notes (“10-year Notes”) with a coupon rate of3.70%(collectively, the “Notes” or the “Company’s Notes”) which mature on March 15, 2018 and March 15, 2023, respectively. The Notes are unsecured and interest
is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013. The Company received total proceeds of $1.48 billion, net of transaction costs. Holders of the Notes may redeem their
holding at any time during the three months prior to maturity. The 5-year Notes and the 10-year Notes are accreted to their face value over the term of the Notes using annual effective interest rates of2.37%and3.84%, respectively.

|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | On June 5, 2009, the Company issued Convertible Notes with an aggregate principal amount of
$863 million. The Convertible 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 Convertible Notes may convert the
Convertible 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 Convertible
Notes are convertible into the Company’s common shares at a conversion rate of 20.8407 common shares for every $1,000 principal amount of the Convertible 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 Convertible 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 Convertible Notes being accounted for as an embedded derivative which must be separately accounted for at fair value upon initial recognition. Subsequently, the conversion


GOLDCORP    | 49




---

---

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


feature is measured at fair value at each reporting date and
the movement reported in net earnings (note 23(a) ). The carrying amount of the debt component upon initial recognition was calculated as the difference between the proceeds received for the Convertible Notes and the fair value of the conversion
feature, and is accreted to the face value of the Convertible Notes over the term of the Convertible Notes using an annual effective interest rate of 8.57% .


|    |                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Of the$106 millionof interest incurred, including accretion expense, on the Company’s Notes and
the Convertible Notes for theyear endedDecember 31, 2013(year endedDecember 31, 2012–$63 million),$80 millionhas been capitalized as part of the costs of qualifying mining properties (year endedDecember 31, 2012–$63 million)(note13(b)).

|    |                       
|--- | ----------------------
|21. | NON-CURRENT
PROVISIONS

At December 31 2013

At
December 31 2012

At January 1
2012Reclamation and closure cost
obligations
$
529

$
500

$
375Less:
current portion included in other current liabilities
(27
)
(17

)
(31

)502

483

344Other
15

17


11$
517

$
500

$
355





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,
inactive and closed mines and development projects is currently estimated at $275 million , $184 million and $70 million , respectively (December 31, 2012 – $242 million , $221 million and $37 million , respectively; January 1, 2012 – $216 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, 2013 is $529 million (December 31, 2012 – $500 million ; January 1, 2012 – $375 million ) and has been calculated using an effective weighted discount rate of 5.3% (December 31, 2012  – 4.6% ; January 1, 2012 – 4.3% ). The undiscounted value of these obligations is $1,847
million (December 31, 2012 – $2,771 million ; January 1, 2012 – $1,307 million ), calculated using an effective weighted inflation rate assumption of 2% (December 31, 2012 – 2% ; January 1, 2012 – 2% ).


Changes to the reclamation and closure cost obligations during the years ended December 31 are as follows:


2013

2012Reclamation and
closure cost obligations – beginning of year
$
500

$
375Reclamation expenditures
(15
)
(21
)Accretion expense, included in finance costs(note 9)
20

14Accretion expense for discontinued operation(note 7)
1

—Revisions in estimates and obligations
incurred
40

132Reclassification of reclamation
and closure cost obligations to discontinued operation(note 7)
(17
)
—Reclamation and
closure cost obligations – end of year
$
529

$
500











GOLDCORP    | 50




---

---

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





|    |             
|--- | ------------
|22. | INCOME
TAXES

Years ended December 31

2013

2012Current income tax expense

$
97

$
446Deferred income
tax expense (recovery)

217

(26

)Income tax
expense

$
314

$
420


Income tax expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to (loss) earnings before taxes. These differences result from the
following
items:


Years ended December 31
2013

2012(Loss) earnings from continuing operations
before taxes
$
(2,328
)
$
2,115Canadian federal and provincial income tax
rates
25
%

25
%Income tax
(recovery) expense based on Canadian federal and provincial income tax rates
(582
)
529Increase (decrease) attributable
to:Impact of Mexican tax
reform
655

—Impact of foreign exchange on deferred
income tax assets and liabilities
133

(32
)Other impacts of foreign exchange
(51
)
(1
)Non-deductible expenditures
18

23Effects of different foreign statutory tax
rates on earnings of subsidiaries
(31
)
18Non-taxable mark-to-market gains on Convertible Notes(note 23(a))
(14
)
(32
)Non-deductible (taxable) portion of net
losses (earnings) from associates
91

(37
)Investment (write-ups) write-downs not tax
effected
13

(5
)Changes in reserves for tax
positions
(42
)
(31
)Impact of future income tax rates applied
versus current statutory rates
(6
)
(4
)Impact of Mexican inflation on tax
values
(27
)
(22
)Provincial mining taxes and resource
allowance
27

32Impact of Guatemala tax election on
deferred income taxes
80

—Impact of impairment of mining interests(note 17)
(32
)
—Non-deductible impairment charges to
goodwill(note 17)
71

—Other
11

(18

)$
314

$
420


In December 2013, the Mexican President passed a bill that increases the effective tax rate applicable to the Company’s Mexican operations. The law is effective January 1, 2014 and
increases the future corporate income tax rate to 30%, creates a 10% withholding tax on dividends paid to non-resident shareholders (subject to any reduction by an Income Tax Treaty) and creates a new Extraordinary Mining Duty equal to 0.5% of gross
revenues from the sale of gold, silver, and platinum. In addition, the law requires taxpayers with mining concessions to pay a new 7.5% Special Mining Duty. The Extraordinary Mining Duty and Special Mining Duty will be tax deductible for income tax
purposes. The Special Mining Duty will generally be applicable to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the Special Mining Duty there will be no deductions related to development type costs
but exploration and prospecting costs are deductible when
incurred.





As a result of the law becoming enacted in the fourth quarter of 2013, the Company recognized a non-cash charge of $655 million related to the deferred tax impacts of the above tax
changes.








GOLDCORP  
  | 51




---

---

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


Income tax recovery (expense) recognized in
other comprehensive income ( note 23(b) ) is as
follows:


Years ended December 31
2013

2012Net valuation losses on available-for-sale
securities recognized in other comprehensive income
$
11

$
4Net valuation losses on available-for-sale
securities recognized in net (loss) earnings
(4
)

(8
)Gain on
disposition of securities recognized in net (loss) earnings
—

1$
7

$
(3
)


The significant components of deferred income tax assets and
liabilities are as follows:


At December 31 2013

At
December 31 2012

At January 1
2012Deferred income tax assets(a)Unused non-capital losses
$
121

$
37

$
27Investment tax credits
42

24

36Deductible temporary differences relating
to:Reclamation and closure cost
obligations
116

119

91Other
105

64


68384

244

222Deferred income tax
liabilitiesTaxable temporary differences relating
to:Mining interests
(5,831
)
(5,510
)
(5,406
)Other
(128
)
(168
)
(258
)(5,959
)
(5,678
)
(5,664
)Deferred income
tax liabilities, net
$
(5,575
)
$
(5,434
)
$
(5,442
)Balance sheet presentationDeferred income taxes assets
$
19

$
—

$
—Deferred income taxes
liabilities
(5,594
)
(5,434
)
(5,442
)Deferred income tax liabilities, net
$
(5,575
)
$
(5,434
)
$
(5,442
)


|    |                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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. Deferred tax assets that have not been recognized are as follows:

At December 31 2013

At December 31
2012

At January 1
2012Unused capital losses(1)
$
11

$
5

$
—Alternative minimum tax ("AMT")credits(1)
10

16

12Deductible temporary differences relating
to:Unrealized capital losses
15

—

—Other
4

—

—$
40

$
21


$
12


|    |                                                    
|--- | ---------------------------------------------------
|(1) | Capital losses and AMT credits have no expiry
date.







GOLDCORP    | 52




---

---

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


23 .    FINANCIAL
INSTRUMENTS


|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(a) | Financial assets and liabilities classified as at fair value through profit or
loss (“FVTPL”)

The Company’s financial
assets and liabilities classified as at FVTPL are as
follows:


At December 31 2013

At
December 31 2012

At January 1
2012Current derivative
assets(1)Foreign currency, heating
oil, copper, lead, zinc and silver contracts
$
41

$
42

$
20Investments
 in warrants
—

—

1$
41

$
42

$
21Non-current
derivative assets(1)Foreign
 currency contracts
$
1

$
—

$
—$
1

$
—

$
—Current derivative
liabilitiesForeign currency, heating
oil, copper, lead, zinc and silver contracts
$
(43
)
$
(30
)
$
(28
)Non-financial contract to sell silver to
Silver Wheaton(i)
(13
)
(38
)
(37
)Conversion feature of Convertible Notes(ii)(note 20(b))
(1
)
—

—$
(57
)
$
(68
)
$
(65
)Non-current derivative
liabilitiesNon-financial contract to sell silver to
Silver Wheaton(i)
$
—

$
(22
)
$
(53
)Conversion
feature of Convertible Notes(ii)(note
20(b))
—

(57

)
(184

)$
—

$
(79
)
$
(237
)


|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|(1) | Included in other current(note12)and non-current assets(note19)on the Consolidated
Balance Sheets.

In addition, accounts receivable arising from
sales of metal concentrates have been designated and classified as at FVTPL by the Company as
follows:


At December 31 2013

At
December 31 2012

At January 1
2012Arising from sales of metal concentrates
– classified as at FVTPL
$
254

$
298

$
249Not arising
from sales of metal concentrates – classified as loans and receivables
215

269


154Accounts
receivable
$
469

$
567

$
403


GOLDCORP    | 53




---

---

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


The net gains on derivatives for the years ended December 31 were comprised of the
following:


Years ended December 31
2013

2012Realized gains (losses)Foreign currency, heating oil, copper, lead,
zinc and silver contracts
$
23

$
20Non-financial contract to sell silver to Silver Wheaton(i)
(10
)
(20

)13

—Unrealized gains (losses)Foreign currency, heating oil, copper, lead,
zinc and silver contracts
(14
)
20Investments in warrants
—

(1
)Non-financial
contract to sell silver to Silver Wheaton(i)
27

9Conversion
feature of Convertible Notes(ii)
57

12770

155$
83

$
155


|    |                                                        
|--- | -------------------------------------------------------
|(i) | Non-financial contract to sell silver to Silver
Wheaton

At December 31, 2013 , management estimates that the fair value of the Company’s commitment to
deliver 1.5 million ounces of silver to Silver Wheaton during each of the four
contract years ending August 5, 2014 at a fixed price per ounce is $13
million ( December 31, 2012 – $60 million ; January 1, 2012 – $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 $19.38 to $19.44 per ounce ( December 31, 2012 – $30.24 to $30.42 per ounce; January 1, 2012 – $28.04 to $29.55 per ounce) and the fixed price of $4.04 per ounce, receivable from Silver Wheaton, subject to an annual adjustment for inflation,
multiplied by the remaining ounces to be delivered, and discounted using the Company’s after-tax weighted average cost of capital. At December 31, 2013, $ 13 million ( December 31, 2012 – $ 38 million ; January 1, 2012 – $37 million) is included in current derivative liabilities and no
amount is included in non-current derivative liabilities ( December 31,
2012 – $ 22 million ; January 1, 2012 – $ 53
million ).


The
Company recorded a net gain on derivatives in the
year ended December 31, 2013 of $ 17 million ( 2012 – net loss of $ 11 million ) comprised of a realized loss of $ 10 million ( 2012 – realized loss of $ 20 million ) on ounces delivered during the year and an unrealized gain of $ 27 million ( 2012 – unrealized gain of $ 9 million ) on remaining ounces to be delivered. The remaining
total ounces to be delivered by the Company as at December 31, 2013 were 0.9 million ounces ( December 31, 2012 – 2.4 million ounces; January 1, 2012 – 3.9 million ounces).


|     |                                               
|---- | ----------------------------------------------
|(ii) | Conversion feature of convertible senior
notes

At December 31, 2013 , current derivative liabilities included $1 million ( December 31, 2012 and January 1, 2012 – non current derivative liabilities of $ 57 million and $184 million, respectively) representing the
fair value of the conversion feature of the Convertible Notes outstanding ( note 20 ). During the year ended December 31, 2013 , the Company recognized an unrealized gain of $ 57 million on derivatives, representing the change in fair value of the conversion feature of the Convertible Notes during the year ( 2012 – $ 127
million ).


GOLDCORP    | 54




---

---

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





|    |                                                  
|--- | -------------------------------------------------
|(b) | Financial assets designated as
available-for-sale

The Company’s investments in
marketable securities (included in other current assets (note 12 ) and investment in securities (note 18 ) are designated as
available-for-sale. The unrealized losses on available-for-sale investments recognized in other comprehensive (loss) income (“OCI”) for the year ended  December 31 were as
follows:


2013

2012Mark-to-market losses on
available-for-sale securities
$
(87
)
$
(56
)Deferred
 income tax recovery in OCI
11

4Unrealized losses on securities,
net of tax
(76
)
(52
)Reclassification adjustment for
impairment losses included in net (loss) earnings, net of tax of $4 million (2012 – $8 million)
29

63Reclassification
 adjustment for realized gains on disposition of available-for-sale securities recognized in net (loss) earnings, net of tax expense of $nil (2012 – $1 million)
(1
)
(3

)$
(48
)
$
8


|    |                       
|--- | ----------------------
|(c) | Fair value information

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(i) | Fair value measurements of financial assets and liabilities recognized on the
Consolidated Balance Sheets

The categories of the 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.


At December 31, 2013 , the levels in the fair value hierarchy into which the Company’s financial
assets and liabilities are measured and recognized on the Consolidated Balance Sheets at fair value on a recurring basis are categorized as
follows:


At December 31, 2013

At
December 31, 2012

At
January 1, 2012Level 1

Level 2

Level
1

Level
2

Level 
1

Level 
2Cash and cash equivalents(note 27)
$
625

$
—

$
757

$
—

$
1,458

$
—Marketable securities(note 12)
5

—

12

—

15

—Accounts receivable arising from sales of
metal concentrates(note 23(a))
—

254

—

298

—

249Investments in warrants(note 23(a))
—

—

—

—

1

—Investments in equity securities(note 18)
77

—

162

—

207

—Current derivative assets(note 23(a))
—

41

—

42

—

20Non-current derivative assets(note 23(a))
—

1

—

—

—

—Current derivative liabilities(note 23(a))
—

(57
)
—

(68
)
—

(65
)Non-current
derivative liabilities(note 23(a))
—

—

—

(79

)
—

(237

)


At December 31, 2013 , there were no financial assets and liabilities measured and recognized at fair value on a non-recurring
basis.


The Company’s policy for determining when a transfer occurs
between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between Level 1 and Level 2 during the year ended  December 31,
2013 .


At December 31, 2013 , there were no financial assets or liabilities measured and recognized on the Consolidated Balance Sheets at
fair value that would be categorized as Level 3 in the fair value hierarchy ( December 31, 2012 – $ nil ; January 1, 2012 – $ nil ). During the year ended December 31, 2013, certain mining properties and goodwill related to
certain CGUs were assessed as impaired and


GOLDCORP    | 55




---

---

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


written down to their recoverable amounts, being their FVLCTS.
Valuation techniques and inputs used in the calculation of these fair value based amounts are categorized as Level 3 in the fair value hierarchy (notes 13(a) , 13(f) and 17 ) .


|     |                                                                     
|---- | --------------------------------------------------------------------
|(ii) | Valuation methodologies for Level 2 financial assets and
liabilities

Accounts receivable arising
from sales of metal concentrates:


The Company’s 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 Company’s accounts receivable on these contracts are marked-to-market based on a quoted forward
price for which there exists an active commodity market (note 23(a) ) .


Current derivative assets and liabilities and non-current derivative
assets:


The Company’s current derivative assets and liabilities are
comprised of commodity and currency forward and option contracts, the current portion of the Company’s non-financial contract to sell silver to Silver Wheaton and the conversion feature of the Convertible Notes (note 23(a) ) . The Company's non-current derivative assets are comprised of currency contracts (note 23(a) ) . 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 calculated 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 Company’s after-tax weighted average cost of capital (note 23(a)(i) ) .


Conversion feature of Convertible 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 Convertible Notes at the balance sheet date, which are traded in an active market (notes 20(b) and 23(a)(ii) ) .


|      |                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------
|(iii) | Fair values of financial assets and liabilities not already measured and
recognized at fair value on the Consolidated Balance
Sheets

At December 31, 2013 , the carrying amounts of money market investments, accounts receivable not
arising from sales of metal concentrates, accounts payable, accrued liabilities and certain short-term financing arrangements are considered to be reasonable approximations of their fair values due to the short-term nature of these
instruments.


$1.5 billion
Notes:


The initial recognition amount of the Company’s Notes has been
accreted from March 20, 2013 to December 31, 2013 based on an annual
effective interest rate of 2.37% and 3.84% for the 5-year Notes and 10-year Notes, respectively (note 20(a) ). At December 31, 2013 , the fair
value of the Notes calculated using the closing price of the Notes (level 1 input) is $1.423 billion compared to its carrying amount of $1.496
billion , which includes $1.482 billion of accreted principal and $14
million of accrued interest payable included in accounts payable and accrued
liabilities.


Convertible
Notes:


The initial recognition amount of the liability component of the
Convertible Notes has been accreted from June 5, 2009 to December 31,
2013 based on an annual effective interest rate of 8.57%  (note 20(b) ) . At December 31,
2013 , the fair value of the liability component of the Convertible Notes calculated using the closing price of the Convertible Notes (level 1 input), and bifurcating the fair value of the
conversion feature, was $874 million compared to
a carrying amount of $839 million , which includes $832 million of accreted principal balance and $7 million of accrued interest payable included in accounts payable and accrued
liabilities.


5-year Primero promissory
note:


The 5-year Primero promissory note has been accreted from August 6,
2010 to December 31, 2013 , based on an annual effective interest rate of 5.50%  (note 11 ) . Management estimates the market
interest rate on similar borrowings has decreased to approximately 5.31% per annum as
at December 31, 2013 . Based on the estimated market interest rate on similar
borrowings, the fair value of the 5-year Primero promissory note at December 31, 2013 is $28 million (level 2 input)
which is similar to its carrying amount of $28 million ,


GOLDCORP    | 56




---

---

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


which represents the accreted principal. There was no accrued
interest receivable recorded for the 5-year Primero promissory note as at December 31, 2013.


3-year Argentine peso loans:


On October 29, 2013 and November 13, 2013, the Company's Cerro Negro project entered into two 3-year Argentine peso loan agreements totaling 180 million Argentine pesos ($30 million) with third
parties in Argentina (note 23(d)(ii) ) . At December 31, 2013, management estimates the market interest interest rate on similar borrowings by the Company in
Argentina to be approximately 30% per annum. Based on the estimated market interest rate on similar borrowings by the Company in Argentina, the fair value of the 3-year Argentine pesos loans at December 31, 2013 was $24 million (level 2 input) compared to a carrying value of $28 million, which includes $0.3 million of
interest payable included in other non-current liabilities.


|    |                                        
|--- | ---------------------------------------
|(d) | 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 Company’s Board of Directors oversees management’s risk management practices by setting trading
parameters and reporting requirements. The Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and to protect itself against adverse price movements. All transactions undertaken are to
support the Company’s 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:


|    |            
|--- | -----------
|(i) | Credit
risk

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, 2013 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 Company’s maximum exposure to credit risk is as follows:


At December 31 2013

At
December 31 2012

At January 1
2012Cash and cash equivalents(note 27)
$
625

$
757

$
1,458Accounts receivable(note 23(a))
469

567

403Other receivables(note 12)
45

45

—Money market investments
—

—

272Current and non-current derivative asset(note 23(a))
42

42

21Current and non-current notes receivable(note 11)
28

42

82Accrued interest receivable, included in other current
assets(note 12)
—

—

5$
1,209

$
1,453

$
2,241





|     |               
|---- | --------------
|(ii) | Liquidity
risk

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
Company’s normal operating requirements on an ongoing basis and its expansionary plans. The Company ensures that sufficient committed loan


GOLDCORP    | 57




---

---

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


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. In light of the recent decline in metal prices, access to capital markets has become more constrained with a potential to increase the cost of any future
borrowings.


During the  year ended  December 31, 2013 , the Company generated operating cash flows
from continuing operations of  $906 million , ( December 31, 2012 – $1,900 million ). At December 31, 2013 , Goldcorp held cash and cash equivalents of  $625 million ( December 31, 2012 – $757 million ; January 1, 2012 – $1,458 million ) and working capital of $ 341 million , $183 million  of which represents the Company's net assets held for sale (note 7 ) ( December 31, 2012 – $ 1,127 million ; January 1, 2012 – $ 2,130 million ) , which the Company defines as current assets less current liabilities. The Company held  no  money
 market investments with terms greater than 90 days at December 31, 2013 ( December 31, 2012 – $nil ; January 1, 2012 – $272
million ).


On March 20, 2013, the Company issued two tranches of notes totalling $1.5 billion, consisting of $500 million in 5-year Notes with a coupon rate of  2.125%  and $1.0 billion in 10-year Notes with a coupon rate of  3.70%  (note 20(a) ) . The Notes are unsecured and interest is payable semi-annually in arrears on March 15 and September 15 of each year, which began on September 15, 2013.
The Company received proceeds of $1.48 billion, net of transaction costs. Holders of the Notes may redeem their holding at any time during the three months prior to
maturity.


On
October 29, 2013 and November 13, 2013, the Company's Cerro Negro project entered into two 3-year Argentine peso loan agreements totaling 180 million Argentine pesos ($30 million) with third parties in Argentina. Both loans bear interest at 15.25%
per annum to be repaid in eight quarterly installments beginning early 2015. At December 31, 2013 , the carrying amount of the loans was $28 million, which is included in other non-current liabilities in the Consolidated Balance
Sheets.


During the three months ended March 31, 2013, the Company’s Cerro Negro project entered into a 1-year $131 million credit facility agreement with
Alumbrera. The principal drawn bears interest at 2% per annum.
At  December 31, 2013 , Cerro Negro had drawn  $131 million  against the facility which is included in other current liabilities in the Consolidated Balance
Sheets.


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. On December
4, 2013, the facility was extended for a further 180 days. 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, 2013 , the Company had drawn  220 million  Argentine peso ( $34 million ) against the credit facility ( December 31, 2012 – 220 million  Argentine peso ( $45 million ); January 1, 2012 – $ nil ) which is included in other current liabilities in the Consolidated Balance
Sheets.


At December 31, 2013 , the Company had an undrawn $2 billion  revolving credit facility available until 2018. During the three months ended December 31, 2013,
the Company had drawn $300 million against the credit facility, which was repaid immediately without any interest incurred.


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 (Goldcorp’s share – $414 million ). 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 3.86% 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.  In July 2013, the remaining balance of $95 million was drawn against the credit facility (Goldcorp’s share – $38 million ). In August 2013, the first repayment of $45 million  was made (Goldcorp’s share – $18 million ). At December 31, 2013, the outstanding balance of the credit facility was $990 million (Goldcorp’s share – $396 million ).


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 Company's financial liabilities and operating and capital
commitments:


GOLDCORP    | 58




---

---

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


At
December 31, 2013
At December 31, 2012Within 1 year

2 to 3 years

4 to 5 years

Over 5 years

Total

TotalAccounts payable and accrued
liabilities(1)
$
829

$
—

$
—

$
—

$
829

$
823Current and non-current derivative liabilities(note 23(a))(2)
56

—

—

—

56

91Debt repayments (principal portion)(note 20)
863

—

500

1,000

2,363

863Interest payments on Convertible Notes and the Company's Notes(note 20)
65

95

90

167

417

34Capital expenditure commitments(3)
480

34

—

—

514

764Reclamation and closure cost obligations(note 21)
27

41

39

1,740

1,847

2,771Minimum rental and lease
payments
14

8

—

18

40

49Other
203

62

9

51

325

130$
2,537

$
240

$
638

$
2,976

$
6,391

$
5,525





|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(1) | Excludes accrued interest on the Convertible Notes and the Company's Notes which is disclosed
separately in the above table.

|    |                                                      
|--- | -----------------------------------------------------
|(2) | Excludes conversion feature of the Convertible Notes.

|    |                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Contractual commitments
are defined as agreements that are enforceable and legally binding. Certain of the contractual commitments may contain cancellation clauses; however, the Company discloses the contractual maturities of the Company's operating and capital commitments
based on management's intent to fulfil the
contract.

At  December 31,
 2013 , the Company had letters of credit outstanding and secured deposits in the amount
of  $430
million ( December 31, 2012 – $427 million ; January 1, 2012 – $308
million ).


In the opinion of management, the working capital at  December 31, 2013 , together with future cash flows from
operations and available funding facilities, is sufficient to support the Company’s commitments. At  December 31, 2013 , the Company’s capital commitments over
the next twelve months, including its share of commitments of its associates, amounted to  $480 million ( December 31, 2012 – $743 million ; January 1, 2012 – $765 million ). The Company’s total
planned capital expenditures for 2014 are  $2.3 to $2.5 billion , 40% of which relate to operations and the
remaining  60%  to projects (Cerro Negro, Éléonore, Cochenour, Camino Rojo and El
Morro).


For the periods beyond 2014, the Company’s cash flows from operations and available funding under the Company’s loan and credit facilities are expected
to sufficiently support further expansions and growth. Peñasquito will be the main driver of the Company’s gold production growth expected in the next five years, with significant contributions from Red Lake, Pueblo Viejo and Cerro
Negro.


|      |            
|----- | -----------
|(iii) | Market
risk

Currency
risk


Currency risk is the risk that the fair
values or future cash flows of the Company’s 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 Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Argentinean pesos, Guatemalan quetzals and Chilean pesos. The appreciation of foreign 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 foreign currencies which are subject to currency
risk. Accounts receivable and other current and non-current assets denominated in foreign currencies 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 are denominated in foreign currencies. 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,
2013 , the Company had  $5.6 billion  of deferred income tax
liabilities, of which  $5.2 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
foreign currencies.


The Company is exposed to currency risk through the following financial assets and liabilities, and deferred income tax assets and liabilities denominated in foreign
currencies:


GOLDCORP    | 59




---

---

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


At December 31, 2013
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 liabilitiesCanadian dollar
$
13

$
75

$
18

$
(328
)
$
(954
)Mexican peso
25

134

138

(180
)
(2,860
)Argentinean peso
18

165

2

(162
)
(1,237
)Guatemalan quetzal
3

7

(3
)
(41
)
(103
)Chilean peso
3

12

—

(6
)
—$
62

$
393

$
155

$
(717
)
$
(5,154
)At December 31, 2012Canadian
dollar
$
13

$
105

$
(88
)
$
(351
)
$
(880
)Mexican
peso
57

140

(46
)
(86
)
(2,849
)Argentinean
peso
42

88

—

(131
)
(1,211
)Guatemalan
quetzal
—

11

(2
)
(38
)
(18
)Chilean
peso
1

10

—

(9
)
—$
113


$
354


$
(136

)
$
(615

)
$
(4,958
)





During the  year ended  December 31, 2013 , the Company recognized a net foreign
exchange  loss  of  $43 million  ( 2012 –
 net gain of $1 million ). Based on the Company’s net exposures (other than
those relating to taxes) at  December 31, 2013 , a 10%  depreciation or appreciation of the foreign currencies against the US dollar would have resulted in an approximate  $21 million  increase or decrease in the Company’s after-tax net earnings,
respectively.


During the  year ended  December 31, 2013 , the Company recognized a net foreign exchange  gain  of  $135
million  in income tax expense on income taxes receivable/(payable) and deferred taxes
( 2012 – net gain of $28 million ). Based on the Company’s net exposures relating to
taxes at  December 31, 2013 , a 10%  depreciation or appreciation of the foreign currencies against the US dollar would have resulted in an approximate  $196 million  increase or decrease in the Company’s after-tax net earnings,
respectively.


During the  year ended  December 31, 2013 , 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 Company’s 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's financial instruments will fluctuate because of changes in market interest
rates. The Company is exposed to interest rate risk primarily on its outstanding borrowings, its share of the Pueblo Viejo project financing and credit facility, and its cash and cash equivalents, credit facilities and interest-bearing
receivables.  At December 31, 2013 , the Company’s revolving
credit facility is subject to a floating interest rate . 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, 2013 on its revolving credit
facility was nil % ( 2012 – nil %). The average interest rate earned by the Company during the
year ended December 31, 2013 on its cash and
cash equivalents was 0.18% ( 2012 – 0.21% ). A 10% increase or decrease in the interest earned from
financial institutions on deposits held would result in a nominal increase or decrease in the Company’s after-tax net
earnings.


There has been no significant change in the Company’s exposure to interest rate risk, and there has been no change to its objectives and policies for managing
these risks during the  year ended  December 31,
2013 .


Price
risk


Price risk is the risk that the fair
value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. There has been no change in the Company’s objectives and policies for managing this risk and no significant change to
the Company’s exposure to price risk during the  year ended  December 31,
2013 .


GOLDCORP 
   | 60




---

---

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


The Company has a policy not to hedge gold sales. In
accordance with the Company’s 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 Company’s 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 $19  million decrease or increase in the Company’s 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, 2013 , 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
security, 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.


|    |                      
|--- | ---------------------
|24. | MANAGEMENT OF
CAPITAL

The Company’s objectives of capital management are to safeguard its
ability to support the Company’s normal operating requirements on an ongoing basis, continue the development and exploration of its mineral properties and support any expansionary
plans.





The capital of the Company consists of items included in shareholders’ equity, debt and short-term credit facilities net of cash and cash equivalents and money market investments as
follows:


At December 31 2013

At
December 31 2012

At January 1
2012Shareholders’ equity
$
19,545

$
22,716

$
21,272Current and long-term debt(note 20)
2,314

783

737Short-term credit facilities(note 23(d)(ii))
193

45


—22,052

23,544

22,009Less: Cash and cash
equivalents
(625
)
(757
)
(1,458
)Money market investments
—

—

(272

)$
21,427

$
22,787

$
20,279





The Company manages its capital
structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s 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, 2013 , 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, 2013 , there was no externally imposed capital requirement to which the Company is subject and with which the Company has
not
complied.








GOLDCORP   
 | 61




---

---

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


|    |                                                       
|--- | ------------------------------------------------------
|25. | SHARE-BASED COMPENSATION AND OTHER RELATED
INFORMATION

|    |              
|--- | -------------
|(a) | Stock
options

The Company granted 3.3 million stock options to its employees and officers during the year
ended  December 31, 2013 , which vest over a period of 3 years, are exercisable at C$26.66 to C$33.48 per option, expire in 2018, and had a total fair value of $22 million at the dates of grant. 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 had a total fair value of $19
million at the dates of grant.


The weighted average fair value of stock options granted of $7.15 per
option during the year ended  December 31, 2013 ( 2012 – $12.76 ) was calculated as of the date of grant using the
Black-Scholes option pricing model with the following weighted average assumptions and
inputs:


2013

2012Expected life
3.1 years

3.1 yearsExpected volatility
35.2
%
37.6
%Expected dividend yield
1.9
%
1.1
%Estimated forfeiture rate
9.3
%
9.0
%Risk-free interest rate
1.1
%
1.1
%Weighted
average share price
$
31.71

$
48.40


The expected volatility assumption is based on the historical and implied volatility of Goldcorp’s 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.


The following table summarizes the changes in outstanding stock options
during the years ended December
31 :


OptionsOutstanding
(000’s)

WeightedAverageExercisePrice(C$/option)At
January 1, 2013
16,345


$
42.01Granted
3,332


32.56Exercised
(168

)
18.14Forfeited/expired
(2,372
)
41.40At December 31, 2013
17,137

$
40.49At January 1, 2012
17,574

$
41.49Granted
1,592

48.31Exercised
(1,200
)
36.85Forfeited
(1,621
)
46.37At
December 31, 2012
16,345

$
42.01


During the year ended  December 31, 2013 , the weighted average share price at the date stock options were exercised was C$29.24 ( 2012 – C$43.88 ).


GOLDCORP    | 62




---

---

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


The following table summarizes information about the
Company’s stock options outstanding at December 31,
2013 :


Options Outstanding
Options ExercisableExercise Prices(C$/option)
OptionsOutstanding(000’s)

WeightedAverageExercisePrice(C$/option)

WeightedAverageRemainingContractualLife(years)

OptionsOutstandingandExercisable(000’s)

WeightedAverageExercisePrice(C$/option)

WeightedAverageRemainingContractualLife(years)$16.87 – $19.23
511

$
18.69

1.3

511

$
18.69

1.3$24.40 –
$27.53
873

26.15

3.5

625

25.64

3.2$28.84 –
$31.93
1,005

30.51

3.2

632

31.02

2.5$33.48 –
$35.66
4,592

34.40

2.5

1,983

35.60

0.4$37.82 –
$40.79
236

38.73

0.7

222

38.67

0.5$44.50 –
$46.76
4,057

44.53

1.4

4,042

44.53

1.4$48.16 – $48.72
5,863

48.28

2.4

3,501

48.23

2.317,137

$
40.49


2.2

11,516

$
41.09


1.6


|    |                                
|--- | -------------------------------
|(b) | Restricted share units
(“RSUs”)

The Company issued 1.7 million RSUs during the year
ended  December 31, 2013 , 31,500 of which vested immediately with the remainder vesting over 3
years and which have a total fair value of $52 million based on the market value of the underlying shares at the date of
issuance (weighted average fair value per RSU – $32.68 ). The Company issued 1.2 million RSUs during the year
ended  December 31, 2012 , 35,000 of which vested immediately with the remainder vesting over 3 years and which have a total fair value of $55 million based on the market value of the underlying shares at the date of issuance (weighted average fair value per RSU – $49.46 ).


At December 31, 2013 , there were 2.4 million RSUs outstanding ( December 31, 2012 – 1.4 million ; January 1, 2012 – 0.7 million ).


|    |                                                              
|--- | -------------------------------------------------------------
|(c) | Stock options and restricted share units compensation
expense

For the year ended  December 31, 2013 , total share-based compensation relating to stock options and RSUs was $71 million ( 2012 – $81 million ), $65 million ( 2012 – $81 million ) of which is included in corporate administration
in the Consolidated Statements of (Loss) Earnings and $6
million was capitalized to projects ( 2012 –
$ nil ), with a corresponding credit to shareholders’ equity.


|    |                                                      
|--- | -----------------------------------------------------
|(d) | Performance share units (“PSUs”) compensation
expense

During the year ended  December 31, 2013 , the Company issued 389,610 PSUs with a total fair value of $9 million at the date of issuance. During the year ended  December 31, 2012 , the Company issued 183,155 PSUs with a total fair value of $8 million at the date of issuance.


The
fair value of PSUs granted was calculated as of the date of grant using a binomial pricing model with the following weighted average assumptions: 2013

2012Expected life
3 years

3 yearsExpected volatility
33.6
%
37.2
%Expected dividend yield
1.9
%
1.0
%Estimated forfeiture rate
9.9
%
9.0
%Risk-free interest rate
1.2
%
1.1
%Weighted
average share price
$
33.62

$
47.62


Total share-based compensation expense included in corporate administration in the Consolidated Statements of (Loss) Earnings (Loss) relating to PSUs for the year ended  December 31, 2013 was $4 million ( 2012 – $1
million ).


At December 31, 2013 , the carrying amount of PSUs outstanding and included in other
current liabilities and other non-current liabilities in the Consolidated Balance Sheet was $4 million and $3 million , respectively
( December 31, 2012 – $3 million and $5 million ,


GOLDCORP    | 63




---

---

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


respectively; January 1, 2012 – $ nil and $7 million , respectively). At December 31, 2013 , the total intrinsic value of PSUs outstanding and vested was $ nil ( December 31,
 2012 – $ nil ; January 1, 2012 – $ nil ). During the year ended  December 31, 2013 , the total intrinsic value of PSUs vested and exercised was $5 million (2012 –
$nil).


At December 31, 2013 , there were 0.7
million PSUs outstanding ( December 31, 2012 – 0.5 million ; January 1, 2012 – 0.5
million ).


|    |                                  
|--- | ---------------------------------
|(e) | Phantom restricted units
(“PRUs”)

On January 22, 2013, the Board of
Directors approved a Phantom Restricted Units Plan (“the Plan”). Under the Plan, participants are granted a number of PRUs which entitle them to a cash payment equivalent to the fair market value of one common share for each PRU
held by the participant on the vesting date.


There were 404,744 PRUs issued during the year
ended  December 31, 2013 , which vest over 3 years and had a fair value of $12 million based on
the market value of the underlying shares at the date of issuance (weighted average fair value per unit – $32.50 ).


Total share-based compensation relating to PRUs for the year ended  December 31, 2013 was $4 million , $3
million of which is included in corporate administration in the Consolidated Statements of (Loss) Earnings and $1 million was capitalized to projects (2012 –
$nil).


At December 31, 2013 , the total carrying amount of PRUs outstanding of 0.4 million units and included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheet was $2 million and $2 million , respectively ( December 31,
2012 and January 1, 2012 – $ nil and $ nil , respectively).


|    |                             
|--- | ----------------------------
|(f) | Employee share purchase
plan

During the year ended  December 31, 2013 , the Company recorded compensation expense of $5 million ( 2012 – $4 million ), which is
included in corporate administration in the Consolidated Statements of (Loss) Earnings , representing the Company’s
contributions to the employee share purchase plan measured using the market price of the underlying shares at the dates of contribution.


|    |                     
|--- | --------------------
|(g) | Issued share
capital

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.





|    |                      
|--- | ---------------------
|26. | PER SHARE
INFORMATION

Net (loss) earnings per share from continuing
operations for the years ended December 31 was calculated based on the
following:


2013

2012Basic net (loss) earnings from continuing
operations
$
(2,642
)
$
1,695Effect of dilutive
securities:Conversion
feature of Convertible Notes – change in fair value recognized in net (loss) earnings
—

(127

)Diluted net
(loss) earnings from continuing operations
$
(2,642
)
$
1,568


Net (loss) earnings per share for the years ended December 31 was calculated based on the
following:


2013

2012Basic net (loss) earnings
$
(2,709
)
1,749Effect of dilutive
securities:Conversion
feature of Convertible Notes – change in fair value recognized in net (loss) earnings
—

(127

)Diluted net
(loss) earnings
$
(2,709
)
$
1,622


GOLDCORP    | 64




---

---

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


Net (loss) earnings per share from continuing operations and
net (loss) earnings for the years ended December 31 were calculated based on the
following:


(in
thousands)
2013

2012Basic weighted average number of shares
outstanding
812,040

810,409Effect of dilutive
securities:Stock options
—

1,116RSUs
—

1,362Convertible
Notes
—

18,073Diluted
weighted average number of shares outstanding
812,040

830,960


As a result of the diluted net loss from continuing operations and the diluted net loss incurred during the year ended  December 31, 2013 , the effect of the following securities was anti-dilutive, and therefore
excluded from the computation of diluted net loss per share from continuing operations and diluted net loss per share. Had the securities been dilutive, the computation of diluted net loss per share from continuing operations and diluted net loss
per share and the diluted weighted average number of shares outstanding would have included the
following:


Year ended December 31
2013Effect on diluted weighted average number of
shares outstanding (in thousands):Stock options
270RSUs
2,370Convertible
Notes
18,235Total
20,875


The basic and diluted net loss per share from discontinued operation for the year ended December 31, 2013 was $(0.09) ( 2012 – net earnings per share of $0.07 and $0.06 , respectively).


The weighted
average number of stock options outstanding during the year ended  December 31, 2013 was 16.5 million ( 2012 – 16.1 million ). If the
Company did not incur a diluted net loss from continuing operations and a diluted net loss for the year ended  December 31, 2013 , 1.3 million of the weighted average number of stock options outstanding during the year ended  December 31, 2013 , respectively, would have been dilutive ( 2012 – 5.7 million ) and included in the above table. The effect of the remaining 15.2 million of these stock options for the year ended  December 31, 2013 ( 2012 – 10.4 million ) would have been anti-dilutive because the underlying exercise prices exceeded the average
market price of the underlying common shares of C$29.23 ( 2012 – C$41.26 ).


Dividends
declared:


During the year ended  December 31, 2013 , the Company declared and paid to its shareholders dividends of $0.60 per share for total dividends of $486 million ( 2012 – $0.54 per share, for total dividends of $438 million ). For the period January 1, 2014 to February 12, 2014 , the Company declared dividends payable of $0.05 per share for total dividends of approximately $41 million .


|    |                                   
|--- | ----------------------------------
|27. | SUPPLEMENTAL CASH FLOW
INFORMATION

Years ended December 31


2013

2012Change in operating working
capitalAccounts receivable


$
(60
)
$
(218
)Inventories and stockpiled
ore


(193
)
(95
)Accounts payable and accrued
liabilities


(20
)
93Income taxes receivable


(235
)
13Other


(9
)
1$
(517
)
$
(206
)


GOLDCORP    | 65




---

---

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


Years ended December 31

2013

2012Operating activities include
the following cash received (paid):Interest received

$
5

$
3Interest paid

(23
)
(1
)Income taxes received

22

45Income taxes
paid

(355
)
(501

)Investing activities include
the following cash received (paid):Purchases of money-market
investments

(613
)
(10
)Proceeds from the maturity of money-market
investments

613

289Purchases of available-for-sale
securities

(2
)
(9
)Proceeds from
the sale of available-for-sale securities

8

—Investing activities of
discontinued operation include the following cash received:Principal
repayment on promissory note receivable from Primero

13

10


At December 31 2013

At
December 31 2012

At January 1
2012Cash and cash equivalents are
comprised of:Cash
$
505

$
455

$
151Short-term
money market investments
120

302


1,307$
625

$
757

$
1,458


|    |                           
|--- | --------------------------
|28. | RELATED PARTY
TRANSACTIONS

(a) Related party
transactions





The Company’s related parties include its subsidiaries, associates over which it exercises significant influence, and key management personnel. During its normal course of operation, the
Company enters into transactions with its related parties for goods and services. There were no related party transactions for the years ended December 31, 2013 and 2012 that have not been disclosed in these consolidated financial
statements.





(b) Compensation of directors and other key management
personnel





The remuneration of the Company’s directors and other key management personnel during the years ended December 31 are as follows:





2013

2012Short-term employee benefits(i)
$
13

$
10Post-employment benefits
7

1Share-based
compensation
21

14$
41

$
25





|    |                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | Short-term employee benefits include salaries, bonuses payable within twelve months of the
balance sheet date and other annual employee benefits.




GOLDCORP    
| 66




---

---

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


|    |              
|--- | -------------
|29. | CONTINGENCIES

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s 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.


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Article 27 of the Mexican Constitution and subsequent legislation established the
“ejido” and communal landholding as forms of land tenure in Mexico. There are eleven ejido communities in the vicinity of the Company’s Mexican mining operations and ejido lands cover all of the lands used by the Company for its
current mining operations at its Peñasquito, Los Filos and El Sauzal mines. The Company enters into temporary occupation agreements ranging from 5 to 30 years with the ejido communities which allows the Company to use the surface of the lands
for its mining operations. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and at any particular time the Company may be involved in negotiations
with various ejido communities to enter into new temporary occupation agreements or amend existing agreements. Failure to reach agreement may cause delays to operations and projects, and on occasion, lead to
litigation.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Law 3318 creates a new form of tax in Argentina's Province of Santa Cruz for mining companies.
The tax is levied on 1% of the value of mine reserves reported in feasibility studies and financial statements inclusive of variations resulting from ongoing exploitation. Regulations issued in the third quarter require that the tax is calculated on
“measured” reserves and the Company has interpreted this to mean “proven” reserves. The Province has disputed the Company's interpretation but has not provided further clarification on the definition of "measured" reserves,
and the outcome is not clear at this time. The Company has filed a legal claim disputing the legality of the new tax and has paid the initial tax installment under protest.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | On September 23, 2013, Argentina’s federal Income Tax Statute was amended to include a 10%
income tax withholding on dividend distributions by Argentine corporations and branch profit distributions by foreign corporations. It is the Company's position that the new withholding tax violates tax stability rights provided to mining projects
by Mining Investment Law No. 24,196 (“MIL”). Mining projects subject to MIL would generally pay the new withholding tax under protest and request a refund or tax credit for the excess of the overall tax burden. The Company believes that
both Alumbrera and Oroplata, S.A. are subject to the MIL, and accordingly should be entitled a refund or tax credit for withholding taxes paid under the new law. The Company has accrued $19 million included in net (loss) earnings of associates for
earned but undistributed profits with regards to its 37.5% interest in Alumbrera.

|    |                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | In October 2013, the environmental authority of the Atacama Region, Comision de Evaluacion
Ambiental approved the Environmental Impact Study (“EIS”) submitted by Goldcorp-El Morro. The decision resulted in a new Environmental Assessment Resolution issued in October 2013 (“RCA
232”).

In November 2013, RCA 232 was challenged before the Court of Appeals
of Copiapo, through a constitutional claim. The Court issued an injunction in favor of the plaintiffs which prohibits Goldcorp-El Morro from conducting construction activities. Goldcorp-El Morro has been admitted as an interested party to the
constitutional claim. A ruling by the Court of Appeals is anticipated by the second quarter of 2014 and if the claim is appealed, a final decision by the Supreme Court is expected by
mid-2014.





|    |                 
|--- | ----------------
|30. | SUBSEQUENT
EVENT

On January 14, 2014, the Company commenced an offer to acquire all of the
outstanding common shares of Osisko Mining Corporation (“Osisko”), a mid-tier publicly traded gold producer operating the Canadian Malartic gold mine in Quebec, Canada, with exploration projects in Ontario, Canada and Mexico. Under the
terms of the offer, Osisko shareholders will receive 0.146 of a Goldcorp common share plus C$2.26 in cash for each Osisko common share held, for total consideration of approximately C$2.6 billion in cash and shares. The offer is open until February
19, 2014, unless extended or withdrawn, and is subject to customary conditions, including the acceptance by Osisko shareholders owning a minimum of 66.67% of the outstanding common shares of Osisko on a fully-diluted basis. The offer is not subject
to Goldcorp shareholders’ approval.





On January 29, 2014, the Company was served with a claim in Quebec seeking an injunction relating to its offer and a hearing has been scheduled for March 3 to 5, 2014. The Company has undertaken
to the court to not take up and pay for Osisko shares tendered under the offer until receipt of judgment from the hearing. The Company intends to extend the offer from February 19 to March 10,
2014.

















GOLDCORP    | 67




---

---



CORPORATE
OFFICE
STOCK EXCHANGE
LISTINGPark Place
Toronto Stock Exchange:
GSuite 3400 – 666 Burrard
Street
New York Stock Exchange:
GGVancouver, BC V6C 2X8
CanadaTel:      
(604) 696-3000
TRANSFER
AGENTFax:     (604) 
696-3001CIBC Mellon Trust
Companywww.goldcorp.com
(Canadian Stock Transfer Company Inc. acts
asAdministrative Agent for CIBC Mellon Trust
Company)TORONTO
OFFICE
Suite 1600 – 1066 West Hastings
StreetVancouver, BC V6E 3X1
CanadaSuite 3201 – 130 Adelaide Street
West
Toll free in Canada and the
US:Toronto, ON M5H 3P5 Canada
(800)
387-0825Tel:      
(416) 865-0326
Outside of Canada and the
US:Fax:     (416) 
359-9787
(416)
682-3860RENO
OFFICE
inquiries@canstockta.comSuite 310 – 5190 Neil
Road
www.canstockta.comReno, NV 89502 United
StatesTel:      
(775) 827-4600
AUDITORSFax:     (775) 
827-5044Deloitte LLPMEXICO
OFFICE
Vancouver, BCPaseo de las Palmas 425-15
INVESTOR
RELATIONSLomas de Chapultepec11000 Mexico, D.F.
Jeff WilhoitTel:      52
(55) 5201-9600
Vice President, Investor
RelationsToll free:    (800)
567-6223GUATEMALA
OFFICE
Email:      
  info@goldcorp.com5ta avenida 5-55 zona 14
Europlaza
REGULATORY
FILINGSTorre 1 Nivel 6 oficina
601Guatemala City
The Company’s filings with the Ontario
Securities CommissionGuatemala, 01014
can be accessed on SEDAR at
www.sedar.com.Tel:      502
2329 2600The Company’s filings with the US
Securities andARGENTINA
OFFICE
Exchange Commission can be accessed on
EDGARat www.sec.gov.Maipu 255, Piso 12C1084ABE Capital FederalBuenos Aires, ArgentinaTel:      54
114 323 7000CHILE
OFFICEAvda. Apoquindo 4501, oficina
703Las CondesSantiago 7580125, ChileTel:      562
898 9300








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