Obligation Goldcorp Inc 5.45% ( US380956AE20 ) en USD

Goldcorp Inc

97.247 % ▲

Etas-Unis

US380956AE20 ( en USD )

5.45% par an ( paiement semestriel )

08/06/2044

Prospectus brochure de l'obligation Goldcorp Inc US380956AE20 en USD 5.45%, échéance 08/06/2044

2 000 USD

450 000 000 USD

380956AE2

BBB ( Qualité moyenne inférieure )

N/A

09/06/2024 ( Dans 21 jours )

L'Obligation émise par Goldcorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US380956AE20, paye un coupon de 5.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/06/2044
L'Obligation émise par Goldcorp Inc ( Etas-Unis ) , en USD, avec le code ISIN US380956AE20, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to General
Instruction II.L of Form F-10;
File No. 333-196337
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 3, 2014)
US$1,000,000,000

Goldcorp Inc.
US$550,000,000 3.625% Notes due 2021
US$450,000,000 5.450% Notes due 2044

The 3.625% Notes due 2021 offered hereby (the "2021 Notes") will bear interest at a rate of 3.625% per year and will mature on June 9, 2021. The 5.450% Notes due 2044
offered hereby (the "2044 Notes") will bear interest at a rate of 5.450% per year and will mature on June 9, 2044. The 2021 Notes and the 2044 Notes are col ectively referred to
herein as the "Notes". The Notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior obligations. We will pay interest on the Notes
on June 9 and December 9 of each year, beginning December 9, 2014.
We have the right to redeem al or a portion of each of the 2021 Notes or the 2044 Notes at any time at the redemption prices and subject to the conditions described in this
prospectus supplement under "Description of Notes Optional Redemption", plus accrued and unpaid interest. We also have the right to redeem each of the 2021 Notes and the
2044 Notes, in whole but not in part, at 100% of the principal amount thereof, plus accrued and unpaid interest, in the event of certain changes in Canadian tax laws. We will be
required to make an offer to repurchase the Notes of each series at a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not including, the date of
repurchase upon the occurrence of a Change of Control Repurchase Event (as defined herein). See "Description of Notes Change of Control Repurchase Event".
We intend to use the net proceeds primarily for repayment of the US$862.5 million of convertible notes maturing August 2014, to reduce the indebtedness outstanding under our
US$2.0 billion unsecured revolving credit facility with a maturity date of March 6, 2018 (the "revolving credit facility") and for any one or more of capital expenditures, capital
investment or working capital. Pending such use, the net proceeds may be invested in short-term marketable securities or cash term deposits with highly rated institutions. See "Use
of Proceeds".
We will not make an application to list the Notes on any securities exchange or to include them in any automated quotation system. Accordingly, there are no
markets through which the Notes may be sold and purchasers may not be able to resell the Notes purchased hereunder. This may affect the pricing of the Notes in
the secondary market, the transparency and availability of trading prices, the liquidity of the Notes, and the extent of issuer regulation. See "Risk Factors".
Investing in the Notes involves risks. See "Risk Factors" on page S-6 of this prospectus supplement and on page 9 of the accompanying prospectus.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus supplement has been filed in the Province of British Columbia solely for the purpose of registering the Notes for sale in the United States under
the multi-jurisdictional disclosure system adopted by the United States and Canada. The Notes are not being offered in and may not be sold to any persons
resident in the Province of British Columbia.
Per 2021
Per 2044

Note
Total

Note
Total

Public offering price (1)

99.871%
US$549,290,500
99.517%
US$447,826,500
Underwriting fee

0.625%
US$ 3,437,500

0.875%
US$ 3,937,500
Proceeds to us (before expenses) (1)

99.246%
US$545,853,000
98.642%
US$443,889,000

(1)
Plus accrued interest from June 9, 2014 if settlement occurs after that date.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus supplement and the
accompanying prospectus in accordance with Canadian disclosure requirements, which are different from United States disclosure requirements. We prepare our
financial statements, which are incorporated by reference herein, in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board ("IFRS"), and they are subject to Canadian auditing and auditor independence standards. As a result, they may not be comparable to
financial statements of United States companies.
Owning the Notes may subject you to tax consequences both in the United States and in Canada. This prospectus supplement and the accompanying prospectus
may not describe these tax consequences fully. You should read the tax discussion under "Certain Income Tax Considerations" beginning on page S-23 of this
prospectus supplement and you should consult with your own tax advisor with respect to your own particular circumstances.
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in Canada, most of
our officers and directors and some of the experts named in this prospectus supplement or the accompanying prospectus are not residents of the United States,
and many of our assets and all or a substantial portion of the assets of such persons are located outside of the United States. See "Enforceability of Certain Civil
Liabilities" in the accompanying prospectus.
The earnings coverage ratios for the year ended December 31, 2013 and the 12 month period ended March 31, 2014 are less than one-to-one. See "Earnings
Coverage Ratios" in the accompanying prospectus and "Pro Forma Earnings Coverage Ratios" in this prospectus supplement.
The underwriters, as principals, conditional y offer the Notes, subject to prior sale, if, as and when issued by us and accepted by the underwriters in accordance with the conditions
contained in the underwriting agreement referred to under "Underwriting". In connection with the offering of the Notes, each of the underwriters may engage in over-al otment,
stabilizing transactions and syndicate covering transactions. See "Underwriting".
The effective yield of the 2021 Notes, if held to maturity, is 3.646% and the effective yield of the 2044 Notes, if held to maturity, is 5.483%.
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Under applicable securities legislation, we may be considered to be a connected issuer of HSBC Securities (USA) Inc. ("HSBC") and Morgan Stanley & Co. LLC
("Morgan Stanley") each an underwriter in this offering, who are affiliates of parties who are lenders under our credit facilities. See "Underwriting Other
Relationships".
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank
S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about June 9, 2014.

Joint Book-Running Managers

HSBC

MORGAN STANLEY

CIBC
SCOTIABANK

RBC CAPITAL MARKETS
Co-Managers

Credit Suisse

Mitsubishi UFJ Securities
RBS

SMBC Nikko

The date of this prospectus supplement is June 4, 2014

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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

i
WHERE YOU CAN FIND MORE INFORMATION

i
DOCUMENTS INCORPORATED BY REFERENCE

ii
MARKETING MATERIALS
iii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

iv
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND
INFERRED MINERAL RESOURCES

v
EXCHANGE RATE DATA
vi
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-9
CONSOLIDATED CAPITALIZATION
S-10
PRO FORMA EARNINGS COVERAGE RATIOS
S-11
DESCRIPTION OF NOTES
S-12
PRICE RANGE AND TRADING VOLUMES
S-22
CERTAIN INCOME TAX CONSIDERATIONS
S-23
UNDERWRITING
S-27
LEGAL MATTERS
S-31
EXPERTS
S-31
Prospectus

ABOUT THIS PROSPECTUS
3
WHERE YOU CAN FIND MORE INFORMATION
4
DOCUMENTS INCORPORATED BY REFERENCE
4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
6
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
7
DESCRIPTION OF THE BUSINESS
8
RISK FACTORS
9
USE OF PROCEEDS
25
EARNINGS COVERAGE RATIOS
25
CONSOLIDATED CAPITALIZATION
26
DESCRIPTION OF SHARE CAPITAL
26
DESCRIPTION OF DEBT SECURITIES
26
PRICE RANGE AND TRADING VOLUMES
41
CERTAIN INCOME TAX CONSEQUENCES
42
PLAN OF DISTRIBUTION
42
LEGAL MATTERS
43
EXPERTS
43
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
45
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes and
also adds to and updates certain information contained in the accompanying prospectus and the documents incorporated by reference
in this prospectus supplement and/or the accompanying prospectus. The second part is the accompanying short form base shelf
prospectus dated June 3, 2014, as may be amended or supplemented from time to time (the "accompanying prospectus"), which gives
more general information, some of which may not apply to the Notes.
To the extent that the description of the Notes varies between this prospectus supplement and the accompanying
prospectus, you should rely only on the information in this prospectus supplement.
We have not, and the underwriters have not, authorized any other person to provide you with information other than that
contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus, or included in the
registration statement of which this prospectus supplement and the accompanying prospectus form a part. We and the
underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information. We are
not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted
by law. You should assume that the information contained in or incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations
and prospects may have changed since those dates.
In this prospectus supplement, unless otherwise specified or the context otherwise requires, all references to "Canadian dollars"
and "C$" are to Canadian dollars and all references to "U.S. dollars" and "US$" are to United States dollars. Unless otherwise
stated, the financial statements and other financial information as of, and for the years ended, December 31, 2013 and December 31,
2012 included or incorporated by reference in this prospectus supplement are in United States dollars and have been prepared in
accordance with IFRS, which have been adopted as Canadian generally accepted accounting principles ("Canadian GAAP").
Canadian GAAP differs in some material respects from U.S. generally accepted accounting principles, and so this financial
information may not be comparable to the financial information of U.S. companies.
Except on the cover page, and in the "Prospectus Supplement Summary The Offering" and "Description of Notes" sections,
and unless the context otherwise requires, all references in this prospectus supplement to "we", "us" and "our" refer to Goldcorp Inc.
and its subsidiaries and all references in this prospectus supplement to "Goldcorp" refer to Goldcorp Inc.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), relating to the offering of our debt securities, including the Notes, of
which the accompanying prospectus and this prospectus supplement form a part (the "Registration Statement"). This prospectus
supplement and the accompanying prospectus do not contain all of the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the SEC. Reference is made to such Registration Statement and
the exhibits thereto for further information with respect to us and the Notes.
We file with the British Columbia Securities Commission (the "BCSC"), the securities regulatory authority in the Province of
British Columbia, Canada, and with the various securities commissions or similar authorities in each of the provinces and territories
of Canada, annual and quarterly reports, material change reports and other information. We are also an SEC registrant subject to the
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, file with, or
furnish to, the SEC certain reports

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and other information. Under the multi-jurisdictional disclosure system adopted by the United States and Canada, these reports and
other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which
differ from those in the United States. You may read and copy any document we file with or furnish to the SEC at the SEC's public
reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the same documents from
the public reference room by paying a fee. Please call the SEC at 1-800-SEC-0330 or contact them at www.sec.gov for further
information on the public reference room and copying charges.
DOCUMENTS INCORPORATED BY REFERENCE
Under the multi-jurisdictional disclosure system adopted by the United States and Canada, the SEC and the BCSC allow us to
"incorporate by reference" certain information that we file with them, which means that we can disclose important information to you
by referring you to those documents. Information that is incorporated by reference is an important part of this prospectus supplement
and the accompanying prospectus. This prospectus supplement is deemed to be incorporated by reference into the accompanying
prospectus solely for the purpose of the Notes offered hereunder.
The following documents, filed by us with the various securities commissions or similar authorities in each of the provinces and
territories of Canada, are specifically incorporated by reference in and form an integral part of this prospectus supplement and the
accompanying prospectus:

(a) our Annual Information Form dated March 31, 2014 for the year ended December 31, 2013 (the "AIF");

(b) our Audited Consolidated Financial Statements, which comprise the consolidated balance sheets as at December 31, 2013
and December 31, 2012, and the consolidated statements of earnings, comprehensive income, cash flows, and changes in

equity for the years ended December 31, 2013 and December 31, 2012, and the Report of the Independent Registered
Public Accounting Firm thereon and the related notes to the consolidated financial statements thereto;

(c) our Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended

December 31, 2013;

(d) our Unaudited Condensed Interim Consolidated Financial Statements, which comprise the condensed interim consolidated

balance sheet as at March 31, 2014, and the condensed interim consolidated statements of earnings, comprehensive
income, cash flows, and changes in equity for the three months ended March 31, 2014 and March 31, 2013;

(e) our Management's Discussion and Analysis of Financial Condition and Results of Operations for the three months ended

March 31, 2014;

(f)
our Management Information Circular dated March 18, 2014 for our annual and special meeting of shareholders held on

May 1, 2014; and

(g) the term sheet dated June 4, 2014 relating to the Notes (the "Marketing Materials") filed on System for Electronic

Document Analysis and Retrieval ("SEDAR").
Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), the content of
any news release publicly disclosing financial information for a period more recent than the period for which financial statements are
required to be incorporated herein, and certain other documents as set forth in Item 11.1 of Form 44-101F1 of National Instrument
44-101 Short Form Prospectus Distributions filed by us with a securities commission or similar authority in Canada after the date
of the accompanying prospectus and prior to the termination of the distribution of Notes offered by this prospectus supplement and the
accompanying prospectus will be deemed to be incorporated by reference into this prospectus supplement and the

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accompanying prospectus. These documents are available through the internet on SEDAR which can be accessed at www.sedar.com.
In addition, to the extent that any document or information incorporated by reference in this prospectus supplement and the
accompanying prospectus is included in a report that is filed or furnished to the SEC on Form 40-F, 20-F or 6-K (or any respective
successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration
statement on Form F-10 of which this prospectus supplement and the accompanying prospectus form a part. In addition, if and to the
extent indicated therein, we may incorporate by reference in this prospectus supplement and the accompanying prospectus documents
that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
Copies of the documents incorporated herein by reference may be obtained on request without charge from Anna M. Tudela,
Vice President, Regulatory Affairs and Corporate Secretary of Goldcorp, at Suite 3400, Park Place, 666 Burrard Street, Vancouver,
British Columbia, V6C 2X8 (telephone: 604-696-3000).
Any statement contained in this prospectus supplement, the accompanying prospectus or in a document incorporated or
deemed to be incorporated by reference herein or therein will be deemed to be modified or superseded for the purposes of this
prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus
supplement, the accompanying prospectus or in any subsequently filed document that also is or is deemed to be incorporated
by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement and the accompanying prospectus. The making of a modifying or superseding statement will not be
deemed an admission for any purposes that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated
or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
MARKETING MATERIALS
The Marketing Materials are not part of this prospectus supplement to the extent that the contents of the Marketing Materials
have been modified or superseded by a statement contained in this prospectus supplement. Any "template version" of "marketing
materials" (each as defined in National Instrument 41-101 General Prospectus Requirements) filed after the date of this prospectus
supplement and before the termination of the distribution under the offering of the Notes (including any amendments to, or an amended
version of, the Marketing Materials) is deemed to be incorporated into this prospectus supplement.
Before the filing of the final prospectus supplement, Goldcorp and the underwriters made available an electronic road show on
June 4, 2014, through which marketing materials were provided to certain potential investors. Potential investors that indicated they
were resident in the Province of British Columbia were not permitted to access the road show.
Goldcorp and the underwriters relied on a provision in applicable securities legislation that allows issuers in certain U.S.
cross-border offerings to not have to file marketing materials relating to the road show on SEDAR or include or incorporate those
marketing materials in the final prospectus supplement. Goldcorp and the underwriters can only do that if Goldcorp gives a
contractual right to investors in the event the marketing materials contain a misrepresentation.
Pursuant to that provision, Goldcorp has agreed that in the event the marketing materials relating to those road shows contain a
misrepresentation (as defined in securities legislation in the Province of British Columbia), a purchaser resident in the Province of
British Columbia who was provided with those marketing materials in connection with the road show and who purchases the
securities offered by the final prospectus supplement during the period of distribution shall have, without regard to whether the
purchaser relied on the

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misrepresentation, rights against Goldcorp with respect to the misrepresentation which are equivalent to the rights under the securities
legislation of the Province of British Columbia, subject to the defences, limitations and other terms of that legislation, as if the
misrepresentation was contained in the final prospectus supplement.
Moreover, this contractual right does not apply to the extent that the contents of the marketing materials relating to the road show
has been modified or superseded by a statement in this prospectus supplement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and certain documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, contain "forward-looking statements" and information within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements
include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation of
mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future
production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration
activities, permitting time lines, hedging practices, currency exchange rate fluctuations, requirements for additional capital,
government regulation of mining operations, environmental risks, unanticipated reclamation expenses, timing and possible outcome of
pending litigation, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes", or the negative connotation thereof or variations of such words and phrases or
state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the
negative connotation thereof.
Forward-looking statements are made based upon certain assumptions and other important factors that could cause our actual
results, performance or achievements to be materially different from future results, performance or achievements expressed or
implied by such statements. Such statements and information are based on numerous assumptions regarding present and future
business strategies and the environment in which we will operate in the future, including the price of gold, anticipated costs and
ability to achieve goals. Certain important factors that could cause actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated
production, mineral reserves and mineral resources and metallurgical recoveries, mining operational and development risks,
litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental
authorities (including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic
climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to
mineral claims or property. Although we have attempted to identify important factors that could cause actual actions, events or results
to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or
results not to be as anticipated, estimated or intended.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual
results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-
looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international
operations, including economic and political instability in foreign jurisdictions in which we operate; risks related to current global
financial conditions; risks related to joint venture operations; actual results of current exploration activities; environmental risks;
future prices of gold, silver, copper, lead and zinc; possible variations in ore reserves, grade or recovery rates; mine development
and operating risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or
financing or in the completion of development or construction activities; risks related to indebtedness and the service of such
indebtedness, as well as those factors discussed in the section entitled

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"Risk Factors" in this prospectus supplement and the accompanying prospectus. Although we have attempted to identify important
factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward-looking statements. The forward-looking statements contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein are made as of the date of this
prospectus supplement or as of the date specified in the accompanying prospectus and the documents incorporated by reference
herein, as the case may be, and, accordingly, are subject to change after such date. Except as otherwise indicated by Goldcorp, these
statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations,
mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof.
Forward-looking statements are provided for the purpose of providing information about management's current expectations and
plans and allowing investors and others to get a better understanding of Goldcorp's operating environment. We do not undertake to
update any forward-looking statements, except in accordance with applicable securities laws.
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
MEASURED, INDICATED AND INFERRED MINERAL RESOURCES
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein have
been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of
United States securities laws. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian
mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects
("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") CIM Definition Standards on Mineral
Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in SEC
Industry Guide 7 ("SEC Industry Guide 7") under the Securities Act. Under SEC Industry Guide 7 standards, a "final" or "bankable"
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to
designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.
In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral
resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry
Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned
not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral
resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian
rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.
Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally
mineable. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and
grade without reference to unit measures.
Accordingly, information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein containing descriptions of our mineral deposits may not be comparable to similar information made
public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the
rules and regulations thereunder.

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EXCHANGE RATE DATA
The following table sets forth (i) the rates of exchange for the Canadian dollar, expressed in U.S. dollars in effect at the end of
each of the periods indicated; (ii) the average of the exchange rates in effect during each period; and (iii) the high and low exchange
rates during each period, in each case, as identified or calculated from the Bank of Canada noon rate in effect on each trading day
during the relevant period. These rates are set forth as U.S. dollars per C$1.00.

Year ended December 31,

2013

2012

2011

2010

High for period

US$1.0164
US$1.0299
US$1.0583
US$1.0054
Low for period

0.9348

0.9599

0.9430

0.9278
Average for period

0.9710

1.0004

1.0111

0.9709
Rate at end of period

0.9402

1.0051

0.9833

1.0054

Three Months Ended

March 31,

2014

2013

High for period

US$0.9422
US$1.0164
Low for period

0.8888

0.9696
Average for period

0.9064

0.9917
Rate at end of period

0.9047

0.9846
On June 4, 2014, the noon exchange rate was US$0.9143 equals C$1.00.

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Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement and the accompanying prospectus, and
the documents incorporated by reference herein and therein, but does not contain all information you should consider before
deciding whether or not to invest in the Notes. This prospectus supplement and the accompanying prospectus, and the
documents incorporated by reference herein and therein, include specific terms of this offering, information about our
business and financial data. You should read this prospectus supplement and the accompanying prospectus and all documents
incorporated by reference herein and therein in their entirety before making an investment decision. The following summary
is qualified in its entirety by reference to the detailed information appearing elsewhere in this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference herein and therein.
About Goldcorp Inc.
We are a leading global gold producer engaged in the acquisition, exploration, development and operation of gold
properties in Canada, the United States, Mexico and Central and South America. We are one of the lowest cost and fastest
growing multi-million ounce senior gold producers in the world.
The principal products and sources of cash flow for us are derived from the sale of gold and the byproduct silver, copper,
lead and zinc produced. Our mineral properties, in which we or our subsidiaries hold a direct interest, by jurisdiction are as
follows:
Canada and the United States

· a 100% interest in the Red Lake gold mines (the "Red Lake Gold Mines") in Canada, a 72% interest held by Goldcorp
and a 28% interest held by Goldcorp Canada Ltd., a wholly-owned subsidiary of Goldcorp (the Red Lake Gold Mines

are considered to be a material mineral property to Goldcorp), including a 100% interest in the nearby Cochenour
complex in Canada;

· a 100% interest in the Éléonore gold project (the "Éléonore Project") in Canada (the Éléonore Project is considered to

be a material mineral property to Goldcorp);

· a 100% interest in the Porcupine gold mines in Canada, a 49% interest held by Goldcorp and a 51% interest held by

Goldcorp Canada Ltd.;

· a 100% interest in the Musselwhite gold mine in Canada, a 32% interest held by Goldcorp and a 68% interest held by

Goldcorp Canada Ltd.;

· a 100% interest in the Wharf gold mine in the United States; and

· a 40% interest in the Dee/South Arturo gold exploration project in the United States.
Mexico

· a 100% interest in the Peñasquito gold-silver-lead-zinc mine (the "Peñasquito Mine") in Mexico (the Peñasquito Mine

is considered to be a material mineral property to Goldcorp);

· a 100% interest in the Los Filos gold-silver mine (the "Los Filos Mine") in Mexico (the Los Filos Mine is considered

to be a material mineral property to Goldcorp);

· a 100% interest in the El Sauzal gold mine in Mexico;

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