GG-2014Q2-6k

0000919239-14-000013.txt : 20140731 0000919239-14-000013.hdr.sgml : 20140731 20140731075916 ACCESSION NUMBER: 0000919239-14-000013 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140731 DATE AS OF CHANGE: 20140731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDCORP INC CENTRAL INDEX KEY: 0000919239 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980155977 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12970 FILM NUMBER: 141004593 BUSINESS ADDRESS: STREET 1: SUITE 3400, 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: 604-696-3000 MAIL ADDRESS: STREET 1: SUITE 3400, 666 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 6-K 1 gg-2014q2x6k.htm 6-K GG-2014Q2-6k

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13A-16 or 15D-16

of the Securities Exchange Act of 1934

For the month of July 2014

Commission File Number: 001-12970

Goldcorp Inc.

(Translation of registrant's name into English)

Suite 3400 - 666 Burrard St.

Vancouver, British Columbia V6C 2X8 Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F o Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Signature

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



		GOLDCORP INC.

Date: July 31, 2014		/s/ Anna M. Tudela
		Name: Anna M. Tudela Title: Vice-President, Regulatory Affairs and Corporate Secretary

EXHIBIT INDEX



Exhibit		Description of Furnished Exhibit

99.1		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months Ended June 30, 2014

99.2		Condensed Interim Consolidated Financial Statements of the Company for the Three and Six Months Ended June 30, 2014

99.3		Form 52-109F2 Certification of Interim Filings - CEO

99.4		Form 52-109F2 Certification of Interim Filings - CFO

EX-99.1 2 mda2014q2.htm EXHIBIT99.1 MD&A 2014Q2

Exhibit 99.1

Second Quarter Report – 2014

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

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed interim consolidated financial statements of Goldcorp Inc. (“Goldcorp” or “the Company”) for the three and six months ended June 30, 2014 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“GAAP” or “IFRS”) as issued by the International Accounting Standards Board (“IASB”). This MD&A contains “forward-looking statements” that are subject to risk factors set out in a cautionary note contained herein. All figures are in United States (“US”) dollars unless otherwise noted. References to C$ are to Canadian dollars. This MD&A has been prepared as of July 30, 2014.

SECOND QUARTER HIGHLIGHTS


•	On June 9, 2014, the Company completed an issuance of $1.0 billion of senior unsecured notes and received net proceeds of $988 million.


•	On April 4, 2014, the Company and its joint venture partner, Barrick Gold Corporation, completed the sale of their respective interests in the Marigold mine to Silver Standard Resources Inc. Total consideration received was $267 million in cash, after closing adjustments (Goldcorp's share – $184 million).


•	Key consolidated financial information:


◦	Net earnings attributable to shareholders of Goldcorp, including discontinued operation, of $181 million ($0.22 per share), compared with a net loss, including discontinued operation, of $(1,934) million ($(2.38) per share) in 2013.


◦	Operating cash flows, including discontinued operation, of $275 million, compared with $80 million in 2013.


◦	Dividends paid of $122 million, compared to $121 million in 2013.


◦	$3.3 billion of liquidity, of which $863 million is intended to be used in August 2014 to repay the Company's $863 million convertible senior notes. ⁽¹⁾


•	Key performance measures: ⁽²⁾


◦	Goldcorp’s share of gold production increased to 648,700 ounces, compared with 646,000 ounces in 2013.


◦	Total cash costs of $470 per gold ounce, net of by-product silver, copper, lead and zinc credits, compared with $646 in 2013. On a co-product basis, cash costs of $643 per gold ounce, compared with $713 in 2013. ⁽³⁾


◦	All-in sustaining costs of $852 per gold ounce, compared with $1,227 in 2013. All-in costs of $1,486 per gold ounce, compared with $1,768 in 2013. ⁽⁴⁾


◦	Adjusted net earnings of $164 million ($0.20 per share), compared with $117 million ($0.14 per share) in 2013. ⁽⁵⁾


◦	Goldcorp’s share of adjusted operating cash flows of $376 million, compared to $388 million in 2013. ⁽⁶⁾


◦	Goldcorp’s share of negative free cash flows of $(240) million, compared to $(565) million in 2013. ⁽⁷⁾


(1)	At June 30, 2014, the Company held $1,220 million of cash and cash equivalents, $40 million of money market investments, and held an undrawn $2.0 billion revolving credit facility.

(2)

The Company has included non-GAAP performance measures on an attributable (or Goldcorp’s share) basis throughout this document. Attributable performance measures include the Company’s mining operations, including its discontinued operation, and projects, and the Company’s share of Alumbrera and Pueblo Viejo. The Company believes that disclosing certain performance measures on an attributable basis is a more relevant measurement of the Company’s operating and economic performance, and reflects the Company’s view of its core mining operations. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Company’s performance and ability to generate cash flow; however, these performance measures do not have any standardized meaning. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

GOLDCORP | 1

Second Quarter Report – 2014

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

(3)

The Company has included non-GAAP performance measures – total cash costs, by-product and co-product, per gold ounce, throughout this document. In the gold mining industry, total cash costs is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by gold mining companies. In addition to conventional measures prepared in accordance with GAAP, the Company assesses this measure in a manner that isolates the impacts of gold production volumes, the by-product credits, and operating costs fluctuations such that the non-controllable and controllable variability is independently addressed. The Company uses total cash costs, by-product and co-product, per gold ounce, to monitor its operating performance internally, including operating cash costs, as well as in its assessment of potential development projects and acquisition targets. The Company believes these measures provide investors and analysts with useful information about the Company’s underlying cash costs of operations and the impact of by-product credits on the Company’s cost structure and is a relevant metric used to understand the Company’s operating profitability and ability to generate cash flow. When deriving the production cash costs associated with an ounce of gold, the Company includes by-product credits as the Company considers that the cost to produce the gold is reduced as a result of the by-product sales incidental to the gold production process, thereby allowing the Company’s management and other stakeholders to assess the net costs of gold production. The Company and certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Total cash costs on a by-product basis are calculated by deducting Goldcorp’s share of by-product silver, copper, lead and zinc sales revenues from Goldcorp’s share of production costs.

Total cash costs on a co-product basis are calculated by allocating Goldcorp‘s share of production costs to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices, as compared to realized sales prices. The Company uses budget prices to eliminate price volatility and improve co-product cash cost reporting comparability between periods. The budget metal prices used in the calculation of co-product total cash costs were as follows:



	2014		2013		2012
Gold	$	1,200	$	1,600	$	1,600
Silver	20		30		34
Copper	3.00		3.50		3.50
Lead	1.00		0.90		0.90
Zinc	0.90		0.90		0.90

Using actual realized sales prices, co-product total cash costs, including discontinued operation, would be $649 per gold ounce for the three months ended June 30, 2014 (three months ended June 30, 2013 – $716). Refer to page 36 for a reconciliation of total cash costs to reported production costs.

(4)

All-in sustaining costs and all-in costs are non-GAAP performance measures that the Company believes more fully define the total costs associated with producing gold; however, these performance measures have no standardized meaning. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company reports these measures on a gold ounces sold basis. Effective June 2013, the Company conformed its all-in sustaining and all-in cost definitions to the guidance note released by the World Gold Council, which became effective January 1, 2014. The World Gold Council is a non-regulatory market development organization for the gold industry whose members comprise global senior gold mining companies. Refer to page 38 for a reconciliation of all-in sustaining costs.

(5)

Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Company’s performance. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Refer to page 40 for a reconciliation of adjusted net earnings to reported net earnings (loss) attributable to shareholders of Goldcorp.

(6)

Adjusted operating cash flows is a non-GAAP performance measures which comprise Goldcorp’s share of operating cash flows before working capital changes and which the Company believes provides additional information about the Company’s ability to generate cash flows from its mining operations. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Refer to page 41 for a reconciliation of adjusted operating cash flows before working capital changes to reported net cash provided by operating activities.

(7)

Free cash flows is a non-GAAP performance measure which the Company believes, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use to evaluate the Company's ability to generate cash flows. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Free cash flows are calculated by deducting from net cash provided by operating activities, Goldcorp's share of expenditures on mining interests, deposits on mining interest expenditures and capitalized interest paid, and adding Goldcorp's share of net cash provided by operating activities from Alumbrera and Pueblo Viejo. Refer to page 41 for a reconciliation of free cash flows to reported net cash provided by operating activities.

GOLDCORP | 2

Second Quarter Report – 2014

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

OVERVIEW

Goldcorp is a leading gold producer engaged in the operation, exploration, development, and acquisition of precious metal properties in Canada, the United States, Mexico, and Central and South America. The Company’s current sources of operating cash flows are primarily from the sale of gold, silver, copper, lead, and zinc.

Goldcorp is one of the world’s fastest growing senior gold producers. Goldcorp’s strategy is to provide its shareholders with superior returns from high quality assets. Goldcorp has a strong balance sheet. Its low-cost gold production is located in safe jurisdictions in the Americas and remains 100% unhedged.

Goldcorp is listed on the New York Stock Exchange (symbol: GG) and the Toronto Stock Exchange (symbol: G).

The Company’s significant development projects at June 30, 2014 were comprised of the Cerro Negro gold project in Argentina; the Éléonore and Cochenour gold projects in Canada; the El Morro gold/copper project (70.0% interest) in Chile; and the Camino Rojo gold/silver project in Mexico.

At June 30, 2014, the gold price closed at $1,327 per ounce, an improvement of 3% from the first quarter of 2014. The on-going political tensions in the Ukraine and Iraq, the renewed hostilities between Israel and Palestine along the Gaza strip, the continued low interest rate environment globally, and the relative US dollar weakness provided support for the price rally at the end of the second quarter of 2014. This was tempered by the United States Federal Reserve intention to conclude quantitative easing in October 2014.

The Company realized an average gold price of $1,296 per ounce during the second quarter of 2014, which was consistent with the realized average gold price of $1,297 per ounce in the first quarter of 2014. Gold production for the second quarter of 2014 was 648,700 ounces, a 5% decrease from the prior quarter, primarily due to the disposition of the Company's 66.7% interest in the Marigold mine on April 4, 2014 and 39% lower production at Los Filos, as a result of the 43 day suspension of processing operations, inclusive of extended time to obtain regulatory approvals to restart operations. Following the successful negotiation with the Carrizalillo Ejido, a new five-year land occupancy agreement was signed on May 5, 2014.

The record gold production at Peñasquito, a 29% increase from prior quarter, was due to higher mill throughput and higher ore grades as mining continued at the bottom of Phase 4. Initial permits for the Northern Well Field ("NWF") project were received during the second quarter of 2014 allowing construction to commence, as progress continues on activities to address the additional regulatory requirements related to the interconnection with the existing well field. Completion of the NWF project is still anticipated around mid-year 2015. Contingency plans remain in place for fresh water supply to Peñasquito until the NWF is operational. The studies for the long term tailings facility continued during the second quarter of 2014 and three viable options are being evaluated. Additionally, the existing tailings facility life has been extended to 2018.

During the second quarter of 2014, Peñasquito progressed with its research and development efforts on two projects to assess the potential for producing a saleable copper concentrate at Peñasquito, the Concentrate Enrichment Project (“CEP”), and to assess the viability of leaching a pyrite concentrate from the zinc flotation tailings (“Pyrite Leach”). Successful implementation of one or both of these new process improvements has the potential to significantly improve the overall economics and life of mine of Peñasquito, through addition of another saleable product with the CEP, and increasing gold and silver recoveries from Pyrite Leach. A US Patent for the CEP was filed during the first quarter of 2014. The CEP and Pyrite Leach projects entered the pre-feasibility study stage during the second quarter of 2014, with expected completion of the pre-feasibility stage in late 2014 and early 2015, respectively.

All-in sustaining costs of $852 per ounce for the second quarter of 2014 decreased 31% compared to $1,227 per ounce in the second quarter of 2013 driven by increased production efficiencies and lower sustaining capital expenditures. Compared to the first quarter of 2014, all-in sustaining costs increased 1% impacted primarily by the Los Filos suspension of operations.

At Cerro Negro, ore feed was first introduced at the process plant on July 15, 2014 and first gold was poured on July 25, 2014. Overall project Engineering, Procurement, and Construction Management ("EPCM") activities, including initial capital scope deferred to 2015, reached 88% completion at the end of the second quarter of 2014.

The transition from contractor mining to owner mining was completed in the second quarter of 2014. As expected, the transition reduced development rates in the first quarter of 2014, but productivity improved significantly in the second quarter of 2014. Total underground development

GOLDCORP | 3

Second Quarter Report – 2014

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

during the second quarter of 2014 was 2,408 metres, compared to 1,101 metres in the prior quarter. Development activities at Mariana Norte remained suspended as planned, with development expected to re-commence in the fourth quarter of 2014.

CORPORATE DEVELOPMENTS

During the three and six months ended June 30, 2014:

On June 9, 2014, the Company issued $1.0 billion of senior unsecured notes (the "1.0 Billion Notes"), consisting of $550 million aggregate principal amount of 3.625% notes due June 9, 2021 (the "2021 Notes") and $450 million aggregate principal amount of 5.45% notes due June 9, 2044 (the "2044 Notes"). The Company received total proceeds of $988 million from the issuance, net of transaction costs. The Company intends to use the proceeds primarily for repayment of its $863 million convertible senior notes maturing August 2014.

On April 4, 2014, the Company and its joint venture partner, Barrick Gold Corporation, completed the sale of their respective interests in the Marigold mine ("Marigold") to Silver Standard Resources Inc. Total consideration received was $267 million in cash, after closing adjustments (Goldcorp's share – $184 million).

On March 26, 2014, the Company completed the sale of 31,151,200 common shares of Primero Mining Corp. ("Primero") to a syndicate of underwriters for $201 million (C$224 million), recognizing a gain of $18 million, net of selling costs of $8 million. Goldcorp no longer owns any shares of Primero.

On January 14, 2014, the Company commenced an offer to acquire all of the outstanding common shares of Osisko Mining Corporation. The offer, which was subsequently amended on April 10, 2014, expired.

GOLDCORP | 4

Second Quarter Report – 2014

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

SUMMARIZED FINANCIAL RESULTS ⁽²⁾⁽³⁾



	Three Months Ended
	June 30						March 31				December 31					September 30
Consolidated financial information	2014			2013			2014		2013		2013			2012		2013			2012
Revenues ^(1)(2)(3)	$	906		$	858		$	898	$	964	$	970		$	1,197	$	895		$	1,245
Earnings (loss) from operations and associates ⁽²⁾	$	216		$	(2,443	)	$	207	$	308	$	(123	)	$	473	$	(2	)	$	682
Net earnings (loss) from continuing operations ⁽³⁾	$	202		$	(1,939	)	$	94	$	299	$	(1,002	)	$	489	$	—		$	487
Net (loss) earnings from discontinued operation ⁽³⁾	$	(19	)	$	5		$	4	$	10	$	(87	)	$	15	$	5		$	11
Net earnings (loss)	$	183		$	(1,934	)	$	98	$	309	$	(1,089	)	$	504	$	5		$	498
Net earnings (loss) attributable to shareholders of Goldcorp	$	181		$	(1,934	)	$	98	$	309	$	(1,089	)	$	504	$	5		$	498
Net earnings (loss) from continuing operations per share⁽³⁾
– Basic	$	0.25		$	(2.39	)	$	0.12	$	0.37	$	(1.23	)	$	0.60	$	—		$	0.60
– Diluted	$	0.24		$	(2.39	)	$	0.12	$	0.32	$	(1.23	)	$	0.45	$	—		$	0.60
Net earnings (loss) per share
– Basic	$	0.22		$	(2.38	)	$	0.12	$	0.38	$	(1.34	)	$	0.62	$	0.01		$	0.61
– Diluted	$	0.22		$	(2.38	)	$	0.12	$	0.33	$	(1.34	)	$	0.47	$	—		$	0.61
Cash flows from operating activities of continuing operations ^(1)(2)(3)	$	276		$	74		$	270	$	269	$	295		$	658	$	268		$	416
Cash flows from operating activities including discontinued operation ^(1)(2)(3)	$	275		$	80		$	273	$	294	$	307		$	678	$	274		$	433
Dividends paid	$	122		$	121		$	122	$	122	$	121		$	110	$	122		$	109
Cash and cash equivalents ⁽²⁾	$	1,220		$	899		$	1,001	$	1,463	$	625		$	757	$	972		$	972

GOLDCORP | 5

Second Quarter Report – 2014

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



	Three Months Ended
	June 30				March 31				December 31				September 30
Key performance measures ⁽⁴⁾	2014		2013		2014		2013		2013		2012		2013		2012
Gold produced (ounces) ⁽³⁾	648,700		623,500		658,100		582,900		740,800		672,100		611,900		569,900
Gold sold (ounces) ⁽¹⁾⁽³⁾	639,500		601,600		662,100		563,400		697,800		616,500		626,700		594,800
Silver produced (ounces)	8,984,000		7,180,000		9,581,400		5,633,400		9,768,100		7,158,600		7,744,600		8,509,300
Copper produced (thousands of pounds)	19,300		21,600		21,500		18,800		28,800		25,400		21,400		31,200
Lead produced (thousands of pounds)	38,600		35,400		49,500		29,100		53,600		29,200		41,000		39,400
Zinc produced (thousands of pounds)	91,900		70,100		87,900		52,000		80,900		67,000		76,300		98,400
Average realized gold price (per ounce)	$	1,296	$	1,357	$	1,297	$	1,622	$	1,254	$	1,692	$	1,340	$	1,687
Average London spot gold price (per ounce)	$	1,289	$	1,414	$	1,294	$	1,631	$	1,272	$	1,722	$	1,327	$	1,652
Total cash costs – by-product (per gold ounce) ⁽⁵⁾	$	470	$	636	$	488	$	549	$	447	$	337	$	536	$	197
Total cash costs – co-product (per gold ounce) ⁽⁶⁾	$	643	$	702	$	658	$	701	$	632	$	611	$	696	$	654
All-in sustaining costs (per gold ounce)	$	852	$	1,205	$	828	$	1,110	$	794	$	895	$	975	$	774
Adjusted net earnings	$	162	$	112	$	205	$	243	$	75	$	450	$	185	$	430
Adjusted operating cash flow	$	377	$	378	$	278	$	377	$	432	$	702	$	364	$	669
Including discontinued operation⁽³⁾
Gold produced (ounces)	648,700		646,000		679,900		614,600		768,900		700,400		637,100		592,500
Gold sold (ounces) ⁽¹⁾	639,500		624,300		684,000		595,100		725,700		645,100		652,100		617,800
Total cash costs – by-product (per gold ounce) ⁽⁵⁾	$	470	$	646	$	507	$	565	$	467	$	360	$	551	$	220
Total cash costs – co-product (per gold ounce) ⁽⁶⁾	$	643	$	713	$	673	$	710	$	645	$	621	$	706	$	660
All-in sustaining costs (per gold ounce)	$	852	$	1,227	$	840	$	1,134	$	810	$	915	$	995	$	801
Adjusted net earnings	$	164	$	117	$	209	$	253	$	74	$	465	$	190	$	441
Adjusted operating cash flow	$	376	$	388	$	281	$	400	$	439	$	723	$	374	$	686


(1)	Excludes pre-commissioning sales ounces from Pueblo Viejo, prior to January 1, 2013, as costs incurred, net of proceeds from sales, were credited against capitalized project costs.

(2)

Effective January 1, 2013, the Company's 37.5% interest in Alumbrera was required to be accounted for as an investment in associate and accounted for using the equity method. The Company has restated the 2012 comparative periods to remove Alumbrera's revenues, cash flows from operating activities, and cash and cash equivalents, and to include the effect of Alumbrera on earnings from operations and associates.


(3)	The Company's 66.7% interest in Marigold continues to be classified as a discontinued operation for the three and six months ended June 30, 2014. The comparative information has been restated in accordance with the requirements of IFRS 5 – Non-current assets held for sale and discontinued operations.

(4)

The Company has included the Company’s share of the applicable production, sales and financial information of Alumbrera and Pueblo Viejo in the non-GAAP performance measures noted above. The Company believes that disclosing certain performance measures including Alumbrera and Pueblo Viejo is a more relevant measurement of the Company’s operating and economic performance, and reflects the Company’s view of its core mining operations.

(5)

Total cash costs per gold ounce on a by-product basis is calculated net of Goldcorp’s share of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin and Pueblo Viejo; by-product lead and zinc sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.05 per silver ounce (2013 – $4.02 per silver ounce) sold to Silver Wheaton).


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

GOLDCORP | 6

Second Quarter Report – 2014

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

REVIEW OF CONSOLIDATED FINANCIAL INFORMATION

Three months ended June 30, 2014 compared to the three months ended June 30, 2013

The net earnings attributable to shareholders of Goldcorp for the second quarter of 2014 were $181 million, or $0.22 per share, compared to a net loss attributable to shareholders of Goldcorp of $(1,934) million, or $(2.38) per share, for the second quarter of 2013. Compared to the second quarter of 2013, net earnings attributable to shareholders of Goldcorp for the three months ended June 30, 2014 were impacted by the following factors:

•

Revenues increased by $48 million, or 6%, primarily due to a $40 million increase in silver revenues and a $21 million increase in zinc revenues, net of refining charges; partially offset by a $16 million decrease in gold revenues. The increase in revenues is primarily a result of higher volumes for gold, silver, and zinc, and a higher zinc realized price, partially offset by a lower gold realized price during the second quarter of 2014;

•

Production costs decreased by $18 million, or 3%, due to increased capitalized stripping costs at Peñasquito; the impact of the Los Filos operations suspension in the second quarter of 2014; lower employee and consumables costs; and favourable foreign exchange movements; partially offset by a $16 million increase in estimates in reclamation and closure cost obligations at certain of the Company's inactive and closed sites during the second quarter of 2014;


•	Depreciation and depletion increased by $18 million, or 11%, due to higher sales volumes and new assets put into service;


•	The Company’s share of net earnings of associates increased by $43 million primarily due to a $23 million increase in the Company's share of net earnings from Pueblo Viejo, which included a reversal of impairment of $6 million, net of tax in respect of certain power assets, and a $13 million increase in the Company's share of net earnings from Alumbrera in the second quarter of 2014;


•	An impairment of mining interests and goodwill of $2,558 million was recognized in the second quarter of 2013. An impairment expense of $2,427 million and $131 million ($1,827 million and $131 million, net of tax) was recognized against the carrying amount of the Peñasquito mines and related goodwill and the Cerro Blanco project, respectively;


•	Corporate administration, excluding share-based compensation expense, was $43 million, which was comparable to the second quarter of 2013. Share-based compensation expense of $16 million for the second quarter of 2014 decreased by $6 million compared to the second quarter of 2013 due to an increase in cancellations of share option awards during the second quarter of 2014;


•	A $5 million gain on securities due to the sale of certain available-for-sale equity and marketable securities in the second quarter of 2014. A $9 million loss on securities was recognized in the second quarter of 2013 representing an impairment expense on certain of the Company's available-for-sale equity and marketable securities;

•

An $11 million net gain on derivatives in the second quarter of 2014 comprised of a $9 million gain on foreign currency, heating oil, copper, lead, and zinc contracts; a $1 million unrealized gain on the conversion feature of the Company’s convertible notes (the “Convertible Notes”); and a $1 million gain on the Company’s contract to sell 1.5 million ounces of silver to Silver Wheaton at a fixed price over each of the four years ending August 5, 2014 (the “Silver Wheaton silver contract”). In the second quarter of 2013, a $22 million net gain on derivatives was comprised of a $17 million net gain on the Silver Wheaton silver contract; and a $13 million unrealized gain on the conversion feature of the Convertible Notes; partially offset by a $8 million net loss on foreign currency, heating oil, copper, lead, and zinc contracts;


•	Other expenses increased by $10 million due to a decrease in interest income earned on the Company's cash and cash equivalents and loans held with certain of the Company's associates; partially offset by favourable foreign exchange movements during the second quarter of 2014 arising mainly on value added tax receivables denominated in Mexican and Argentinian pesos;


•	Income tax expense for the three months ended June 30, 2014 totaled $14 million (three months ended June 30, 2013 – income tax recovery of $504 million) and was primarily impacted by:

•

A $24 million foreign exchange gain on the translation of deferred income tax assets and liabilities arising primarily from the Placer Dome and Glamis acquisitions in 2006 and the Camino Rojo and Cerro Negro acquisitions in 2010, compared to a $74 million foreign exchange loss in the second quarter of 2013. The foreign exchange related deferred income tax impacts resulted from the strengthening Canadian dollar and Mexican peso, and the weakening Argentine peso (weakening Canadian dollar, Mexican peso and Argentine peso in the second quarter of 2013);


•	In the second quarter of 2013 a deferred income tax recovery of $600 million arising on the impairment of mining interests and goodwill was recognized;

GOLDCORP | 7

Second Quarter Report – 2014

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


•	A comparable effective tax rate of 16% after adjusting income taxes for the above noted items and the non-deductible share-based compensation expense and impairment of mining interests and goodwill from earnings before taxes; and


▪	A net loss from discontinued operation of $19 million for the second quarter of 2014 primarily due to the net loss recognized on the sale of the Company's 66.7% share of Marigold, which was classified as a discontinued operation during the second quarter of 2014. Net earnings of $5 million were recognized in the second quarter of 2013 on the Company's 66.7% share of Marigold.

Adjusted net earnings amounted to $164 million, or $0.20 per share ⁽¹⁾, for the three months ended June 30, 2014, compared to $117 million, or $0.14 per share, for the second quarter of 2013. Compared to the second quarter of 2013, adjusted net earnings increased due to higher revenues primarily resulting from higher volumes for gold, silver, and zinc, partially offset by a lower gold realized price during the second quarter of 2014.

Total cash costs (by-product) decreased to $470 per gold ounce ⁽²⁾, in the second quarter of 2014, as compared to $646 per gold ounce in the second quarter of 2013. The decrease in cash costs was primarily due to higher by-product sales credits and an increase in volume of gold sales.

(1)

(2)

GOLDCORP | 8

Second Quarter Report – 2014

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

Three months ended June 30, 2014 compared to the three months ended March 31, 2014

The net earnings attributable to shareholders of Goldcorp for the second quarter of 2014 were $181 million, or $0.22 per share, compared to net earnings attributable to shareholders of Goldcorp of $98 million, or $0.12 per share, for the first quarter of 2014. Compared to the prior quarter, the net earnings attributable to shareholders of Goldcorp for the three months ended June 30, 2014 were impacted by the following factors:

•

Revenues increased by $8 million, or 1%, due to a $13 million increase in gold revenues and a $2 million increase in silver revenues; partially offset by a $10 million decrease in lead and zinc revenues, net of refining charges. The increase in revenues resulted primarily from higher sales volumes for gold and silver, partially offset by a lower silver realized price and lower sales volumes for zinc during the second quarter of 2014;

•

Production costs increased by $6 million, or 1%, due to revisions in estimates at the Company's inactive and closed mines during the second quarter of 2014 resulting in a $16 million increase in reclamation and closure costs; higher employee and contractor costs; and the impact of higher sales volumes; partially offset by the water use payments in Peñasquito in the first quarter of 2014; increased capitalized stripping costs at Peñasquito; and the impact of the Los Filos operations suspension in the second quarter of 2014;


•	Depreciation and depletion increased by $9 million, or 5%, due to higher sales volumes;


•	The Company’s share of net earnings of associates increased by $4 million from the prior quarter primarily due to a $14 million increase in the Company's share of net earnings from Pueblo Viejo, which included a reversal of impairment of $6 million, net of tax, in respect of certain power assets, offset by a $6 million decrease in the Company's share of net earnings from Alumbrera;


•	Corporate administration, excluding share-based compensation expense, was $43 million, which was comparable to the prior quarter. Share-based compensation expense of $16 million for the second quarter of 2014 decreased by $8 million compared to the prior quarter due to an increase in cancellations of share option awards during the second quarter of 2014;

•

An $11 million net gain on derivatives in the second quarter of 2014 comprised of a $9 million gain on foreign currency, heating oil, copper, lead, and zinc contracts; a $1 million unrealized gain on the conversion feature of the Convertible Notes; and a $1 million gain on the Silver Wheaton silver contract. A $3 million net loss on derivatives in the first quarter of 2014 comprised of a $1 million unrealized loss on the conversion feature of the Convertible Notes; a $1 million net loss on the Silver Wheaton silver contract; and a $1 million net loss on foreign currency, heating oil, copper, lead, and zinc contracts;


•	An $18 million net gain on disposition of mining interests in the first quarter of 2014 as the Company sold its equity interest in Primero on March 26, 2014;


•	Other expenses decreased by $16 million from the prior quarter due to favourable foreign exchange movements arising mainly on value added tax receivables denominated in Mexican and Argentinian pesos;


•	Income tax expense for the three months ended June 30, 2014 totaled $14 million (three months ended March 31, 2014 – income tax expense of $90 million) and was impacted by:


•	A $24 million foreign exchange gain on the translation of deferred income tax assets and liabilities primarily from the Placer Dome and Glamis acquisitions in 2006 and the Camino Rojo and Cerro Negro acquisitions in 2010, compared to a $106 million foreign exchange loss in the first quarter of 2014;

•

An increase in the effective tax rate from a negative 8% to 16% in the second quarter of 2014 after adjusting for the non-deductible share-based compensation expense and the deferred income tax impacts of the strengthening Canadian dollar and Mexican peso, and the weakening Argentine peso (weakening Canadian dollar, Mexican peso, and Argentine peso in the first quarter of 2014). The first and second quarter of 2014 were both favourably impacted by income from associates not being subject to tax because of the previously unrecognized tax benefit of losses. The first quarter of 2014 was further favourably impacted by a higher tax benefit of tax deductible foreign exchange losses on US dollar denominated debt in Argentina and the gain on sale of Primero not being subject to tax; and


•	A net loss from discontinued operation of $19 million for the second quarter of 2014 primarily due to the net loss recognized on the sale of the Company's 66.7% share of Marigold, which was classified as a discontinued operation during the first and second quarter of 2014. Net earnings of $4 million were recognized in the first quarter of 2014 on the Company's 66.7% share of Marigold.

Adjusted net earnings amounted to $164 million, or $0.20 per share ⁽¹⁾, for the three months ended June 30, 2014, compared to $209 million, or $0.26 per share, for the first quarter of 2014. Compared to the prior quarter, the decrease in adjusted net earnings was primarily due to the lower sales volumes for gold and copper in the second quarter of 2014 as a result of the ounces produced at Alumbrera in 2013 that were not

GOLDCORP | 9

Second Quarter Report – 2014

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

shipped and sold until the first quarter of 2014 as a result of the Typhoon that affected the PASAR refinery in Philippines in November 2013, partially offset by a decrease in production costs.

Total cash costs (by-product) were $470 per gold ounce ⁽²⁾, in the second quarter of 2014, as compared to $507 per gold ounce in the prior quarter. The decrease in cash costs per ounce was primarily due to the one time water payment at Peñasquito in the first quarter of 2014, increased capitalized stripping at Peñasquito in the second quarter of 2014, and the sale of the Company's 66.7% share of Marigold in the second quarter of 2014.

(1)

(2)

GOLDCORP | 10

Second Quarter Report – 2014

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

Six months ended June 30, 2014 compared to the six months ended June 30, 2013

Net earnings attributable to shareholders of Goldcorp for the six months ended June 30, 2014 were $279 million, or $0.34 per share, compared to a net loss attributable to shareholders of Goldcorp of $(1,625) million, or $(2.00) per share, for the six months ended June 30, 2013. Compared to the six months ended June 30, 2013, net earnings attributable to shareholders of Goldcorp for the six months ended June 30, 2014 were impacted by the following factors:

•

Revenues decreased by $18 million, or 1%, primarily due to a $132 million decrease in gold revenues, partially offset by a $61 million increase in lead and zinc revenues, net of refining charges, and a $51 million increase in silver revenues. The decrease in revenues is primarily a result of lower gold and silver realized prices during the six months ended June 30, 2014, partially offset by higher volumes for gold, silver, and zinc;

•

Production costs increased by $6 million, or 1%, due to revisions in estimates at the Company's inactive and closed mines in the second quarter of 2014 resulting in a $16 million increase in reclamation and closure costs; and increased water use payments in Peñasquito in the first quarter of 2014; partially offset by the impact of the Los Filos operations suspension in the second quarter of 2014; and favourable foreign exchange movements;


•	Depreciation and depletion increased by $44 million, or 14%, due to higher sales volume and new assets put into service;


•	Exploration and evaluation costs decreased by $8 million due to timing of expenditures at the Company's Canadian and Mexican operations;

•

The Company’s share of net earnings of associates of $116 million was comprised of net earnings of $76 million from Pueblo Viejo; net earnings of $18 million from Alumbrera; and net earnings of $22 million from the Company's investments in Tahoe and Primero as a result of the commencement of commercial production at Tahoe, effective January 1, 2014. The Company’s share of net earnings of associates of $54 million in the six months ended June 30, 2013 was comprised of $55 million of net earnings from Pueblo Viejo; $2 million of net earnings from Alumbrera; partially offset by a net loss of $3 million from the Company's equity investments in Primero and Tahoe;


•	An impairment of mining interests and goodwill of $2,558 million during the six months ended June 30, 2013. An impairment expense of $2,427 million and $131 million ($1,827 million and $131 million, net of tax) was recognized against the carrying value of the Peñasquito mines and the Cerro Blanco project, respectively;


•	Corporate administration, excluding share-based compensation expense, was $85 million, which was comparable to the six months ended June 30, 2013. Share-based compensation expense of $40 million for the six months ended June 30, 2014 was comparable to the six months ended June 30, 2013;


•	A $4 million gain on securities primarily due to the sale of certain available-for-sale equity and marketable securities in the six months ended June 30, 2014. A $12 million loss on securities was recognized in the second quarter of 2013 representing an impairment expense on certain of the Company's available-for-sale equity and marketable securities;

•

An $8 million net gain on derivatives for the six months ended June 30, 2014 comprised of a $8 million net gain on foreign currency, heating oil, copper, lead, and zinc contracts. In the six months ended June 30, 2013, a $71 million net gain on derivatives was comprised of a $46 million unrealized gain on the conversion feature of the Convertible Notes; a $19 million net gain on the Silver Wheaton silver contract; and a $6 million net gain on foreign currency, heating oil, copper, lead, and zinc contracts;


•	An $18 million net gain on disposition of mining interests for the six months ended June 30, 2014 as the Company sold its equity interest in Primero on March 26, 2014;


•	Other expenses increased by $28 million primarily as a result of a decrease in interest income earned on the Company's cash and cash equivalents, money market investments and loans held with certain of the Company's associates;


•	Income tax expense for the six months ended June 30, 2014 totaled $104 million (six months ended June 30, 2013 – income tax recovery of $462 million). Excluding the tax effects of the impairment of mining interests and goodwill in the second quarter of 2013, income tax expense for the six months ended June 30, 2013 was $138 million. Income tax expense for the period was primarily impacted by:

▪

An $82 million foreign exchange loss on the translation of deferred income tax assets and liabilities arising primarily from the Placer Dome and Glamis acquisitions in 2006 and the Camino Rojo and Cerro Negro acquisitions in 2010, compared to a $57 million foreign exchange loss in the six months ended June 30, 2013. The foreign exchange related deferred income tax impacts resulted from the weakening Canadian dollar and Argentine Peso and the strengthening Mexican peso (six months ended June 30, 2013 – weakening Mexican peso, Canadian dollar and Argentine peso);

GOLDCORP | 11

Second Quarter Report – 2014

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


▪	In the second quarter of 2013 a deferred income tax recovery of $600 million arising on the impairment of mining interests and goodwill was recognized;

▪

A decrease in the effective tax rate for the six months ended June 30, 2014 from 16% to 5%, after adjusting income taxes for the above noted items and the non-deductible share-based compensation expense and impairment of mining interests and goodwill from earnings before taxes. The six months ended June 30, 2014 were favourably impacted when compared to the six months ended June 30, 2013 by an increase in the tax deductible foreign exchange losses on US dollar denominated debt in Argentina, higher income from associates not being subject to tax because of the previously unrecognized tax benefits of losses, and the gain on sale of Primero not being subject to tax, partially offset by non-taxable realized and mark-to-market gains on the conversion feature of the Convertible Notes and the Silver Wheaton silver contract of $65 million in the six months ended June 30, 2013;

•

A net loss from discontinued operation of $15 million for the six months ended June 30, 2014 due to the $21 million net loss recognized on the sale of the Company's 66.7% share of Marigold, which was classified as a discontinued operation during the six months ended June 30, 2014, partially offset by net earnings of $6 million for the six months ended June 30, 2014. The Company had net earnings of $15 million for the six months ended June 30, 2013 on the Company's 66.7% share of Marigold.

Adjusted net earnings amounted to $373 million, or $0.46 per share ⁽¹⁾, for the six months ended June 30, 2014, compared to $370 million, or $0.46 per share, for the six months ended June 30, 2013. Compared to the six months ended June 30, 2013, adjusted net earnings increased due to higher revenues primarily resulting from higher sales volume and a lower effective income tax rate, partially offset by lower gold and silver realized prices and higher production costs.

Total cash costs (by-product) decreased to $490 per gold ounce ⁽²⁾, for the six months ended June 30, 2014, as compared to $606 per gold ounce for the six months ended June 30, 2013. The decrease in cash costs was primarily due to higher by-product sales credits and an increase in volume of gold sales.

(1)

(2)

GOLDCORP | 12

Second Quarter Report – 2014

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

RESULTS OF OPERATIONS ⁽¹⁾

Three months ended June 30



		Revenues		Gold produced (ounces)	Gold sold (ounces)	Average realized gold price (per ounce)		Total cash costs – by-product (per gold ounce) ⁽²⁾		All-in sustaining costs (per gold ounce) ⁽³⁾
Red Lake	2014	$	117	89,500	89,800	$	1,300	$	656	$	1,066
	2013	$	164	122,500	119,500	$	1,371	$	523	$	955
Porcupine	2014	91		68,800	69,600	1,302		658		895
	2013	98		69,800	70,600	1,377		782		1,176
Musselwhite	2014	87		67,800	67,000	1,292		605		794
	2013	89		62,800	63,300	1,394		786		1,214
Peñasquito	2014	424		167,400	170,900	1,305		124		362
	2013	232		88,100	79,600	1,256		920		1,484
Los Filos	2014	58		48,700	45,700	1,280		778		1,077
	2013	118		83,500	85,100	1,381		624		1,217
El Sauzal	2014	19		15,600	14,500	1,291		1,011		1,234
	2013	30		19,700	22,100	1,356		890		950
Marlin	2014	88		43,500	43,600	1,291		525		981
	2013	105		50,000	50,000	1,355		260		729
Wharf	2014	22		15,000	15,500	1,298		711		804
	2013	22		16,200	15,500	1,377		808		1,076
Alumbrera ⁽¹⁾	2014	67		25,300	17,300	1,287		238		1,050
	2013	81		29,900	24,200	1,216		299		1,140
Pueblo Viejo ⁽¹⁾	2014	143		107,100	105,600	1,286		438		618
	2013	105		81,000	71,700	1,413		507		739
Other ⁽³⁾	2014	—		—	—	—		—		103
	2013	—		—	—	—		—		125
Total – continuing operations	2014	$	1,116	648,700	639,500	$	1,296	$	470	$	852
	2013	$	1,044	623,500	601,600	$	1,357	$	636	$	1,205
Marigold ⁽⁴⁾	2014	—		—	—	—		—		—
	2013	31		22,500	22,700	1,368		901		1,829
Total – including discontinued operation	2014	$	1,116	648,700	639,500	$	1,296	$	470	$	852
	2013	$	1,075	646,000	624,300	$	1,358	$	646	$	1,227

(1)

The Company has included certain non-GAAP performance measures including the Company’s share of the applicable production, sales and financial information of Alumbrera and Pueblo Viejo, throughout this document; however, these performance measures do not have any standardized meaning. The Company believes that disclosing certain performance measures including Alumbrera and Pueblo Viejo presents a more relevant measurement of the Company’s operating and economic performance, and reflects the Company’s view of its core mining operations.

(2)

Total cash costs per gold ounce on a by-product basis is calculated net of Goldcorp’s share of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin and Pueblo Viejo; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.05 per silver ounce (2013 – $4.02 per silver ounce) sold to Silver Wheaton).

(3)

For the purpose of calculating all-in sustaining costs, the Company includes corporate administration expense, capital expenditures incurred at the Company's regional and head office corporate offices and regional office exploration expense as corporate all-in sustaining costs in the "Other" category. These costs are not allocated to the individual mine sites as the Company measures its operations' performance on all-in sustaining costs directly incurred at the mine site. All-in sustaining costs for Other is calculated using total corporate expenditures and the Company's consolidated gold sales ounces.


(4)	The Company's 66.7% interest in Marigold continues to be classified as a discontinued operation for the three and six months ended June 30, 2014. The 2013 comparative information has been restated in accordance with the requirements of IFRS 5 – Non-current assets held for sale and discontinued operations.

GOLDCORP | 13

Second Quarter Report – 2014

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

Six months ended June 30



		Revenues		Gold produced (ounces)	Gold sold (ounces)	Average realized gold price (per ounce)		Total cash costs – by-product (per gold ounce) ⁽²⁾		All-in sustaining costs (per gold ounce) ⁽³⁾
Red Lake	2014	$	248	184,500	191,000	$	1,297	$	639	$	1,007
	2013	$	385	268,000	254,600	$	1,507	$	498	$	862
Porcupine	2014	176		135,300	135,300	1,295		679		919
	2013	202		137,000	134,500	1,496		789		1,175
Musselwhite	2014	175		142,700	135,800	1,287		624		790
	2013	179		121,900	118,700	1,496		812		1,210
Peñasquito	2014	786		297,200	291,600	1,317		147		366
	2013	485		148,200	147,400	1,414		778		1,380
Los Filos	2014	164		128,700	127,600	1,286		688		903
	2013	246		165,000	163,500	1,496		607		1,129
El Sauzal	2014	36		30,700	27,400	1,284		1,003		1,203
	2013	56		37,900	37,800	1,467		914		983
Marlin	2014	177		88,800	85,500	1,295		404		897
	2013	229		100,000	98,700	1,492		182		687
Wharf	2014	42		30,000	28,900	1,292		729		828
	2013	40		28,700	26,700	1,479		819		1,042
Alumbrera ⁽¹⁾	2014	213		55,600	57,800	1,292		146		618
	2013	174		54,600	46,700	1,418		161		1,023
Pueblo Viejo ⁽¹⁾	2014	299		213,300	220,700	1,286		467		623
	2013	216		145,100	136,400	1,513		490		821
Other ⁽³⁾	2014	—		—	—	—		—		106
	2013	—		—	—	—		—		122
Total – continuing operations	2014	$	2,316	1,306,800	1,301,600	$	1,296	$	479	$	840
	2013	$	2,212	1,206,400	1,165,000	$	1,485	$	594	$	1,159
Marigold ⁽⁴⁾	2014	28		21,800	21,900	1,289		1,117		1,207
	2013	82		54,200	54,400	1,516		874		1,664
Total – including discontinued operation	2014	$	2,344	1,328,600	1,323,500	$	1,296	$	490	$	846
	2013	$	2,294	1,260,600	1,219,400	$	1,487	$	606	$	1,182

(1)

(2)

Total cash costs per gold ounce on a by-product basis is calculated net of Goldcorp’s share of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin and Pueblo Viejo; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.05 per silver ounce (2013 – $4.02 per silver ounce) sold to Silver Wheaton).

(3)


(4)	The Company's 66.7% interest in Marigold continues to be classified as a discontinued operation for the three and six months ended June 30, 2014. The 2013 comparative information has been restated in accordance with the requirements of IFRS 5 – Non-current assets held for sale and discontinued operations.

GOLDCORP | 14

Second Quarter Report – 2014

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

OPERATIONAL REVIEW

Red Lake mines, Canada



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore milled	157,700			175,100			189,700			204,200			196,100
Average mill head grade (grams/tonne)	18.77			16.66			22.65			15.11			20.91
Average recovery rate	96		%	95		%	95		%	95		%	96		%
Gold (ounces)
– Produced	89,500			95,000			128,000			97,000			122,500
– Sold	89,800			101,200			121,400			111,300			119,500
Average realized gold price (per ounce)	$	1,300		$	1,294		$	1,243		$	1,325		$	1,371
Total cash costs – by-product (per ounce)	$	656		$	625		$	500		$	640		$	523
All-in sustaining costs (per ounce)	$	1,066		$	954		$	822		$	986		$	955
Mining cost per tonne	$	245.61		$	223.17		$	211.41		$	216.72		$	241.96
Milling cost per tonne	$	51.38		$	48.73		$	47.51		$	42.52		$	51.58
Financial Data
Revenues	$	117		$	131		$	151		$	148		$	164
Depreciation and depletion	$	26		$	27		$	29		$	26		$	25
Earnings from operations	$	31		$	40		$	60		$	49		$	74
Expenditures on mining interests ⁽¹⁾	$	56		$	54		$	56		$	55		$	57


(1)	Expenditures on mining interests includes expenditures incurred at the Company's Cochenour gold project

Gold production for the second quarter of 2014 of 89,500 ounces was 33,000 ounces, or 27%, lower than the second quarter of 2013 due to 20% lower mill throughput and 10% lower grades. Tonnes from the Campbell Complex were lower as remnant mining continued. The decrease in grades is attributed to lower stope availability in the High Grade Zone until the planned de-stress activities are completed in the third quarter of 2014. Production is expected to increase in the second half of 2014 as more stopes become available.

All-in sustaining costs for the second quarter of 2014 were $1,066 per ounce and include by-product cash costs of $656 per ounce, which were$111 per ounce and $133 per ounce higher than in the second quarter of 2013, respectively. The 12% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower gold production ($316 per ounce) and higher operating costs ($4 per ounce), partially offset by lower sustaining capital expenditures ($139 per ounce) and a weaker Canadian dollar ($70 per ounce). The decrease in sustaining capital expenditures was due to costs incurred on gas-line, power and borehole hoist projects during the second quarter of 2013.

Gold production for the second quarter of 2014 was 5,500 ounces, or 6%, lower than in the prior quarter due to 10% lower mill throughput, partially offset by 13% higher grades. The decrease in mill throughput in the second quarter of 2014 resulted from lower tonnes from the Campbell Complex as reserves are depleted with the completion of mining in the A and 51 Zones. The grades from the Campbell Complex were 28% higher which was offset by delayed access to higher grade areas of the High Grade Zone. The decrease in tonnes resulted in an increased mining cost per tonne when compared to the first quarter of 2014.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $112 per ounce and $31 per ounce higher than in the first quarter of 2014, respectively. The 12% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower gold production ($120 per ounce) and higher sustaining capital expenditures ($35 per ounce), partially offset by lower operating costs ($43 per ounce). The decrease in operating costs was attributable to a reduction in energy costs due to warmer weather ($4 million).

During the second quarter of 2014, early stage exploration drilling continued from surface on HG Young with high grade intersections identified. These significant results will continue to be drilled from surface. HG Young can be developed from the Campbell Complex infrastructure to the south and rehabilitation of the Campbell Complex 14 Level and 21 Level will commence in the third quarter of 2014 to enable more efficient exploration drilling from underground in late 2014. Exploration also continued to focus on the NXT zone as well as the R zone and FW zone where numerous economic intersections have been encountered.

GOLDCORP | 15

Second Quarter Report – 2014

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

Porcupine mines, Canada



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore milled	1,081,400			867,700			1,081,800			1,123,600			989,600
Hoyle Pond underground (tonnes)	55,200			71,000			82,200			84,100			90,800
Hoyle Pond underground (grams/tonne)	16.82			16.30			14.80			14.14			14.12
Dome underground (tonnes)	125,500			103,500			91,300			112,000			135,800
Dome underground (grams/tonnes)	4.96			5.44			5.84			5.23			3.24
Hollinger Open Pit (tonnes)	25,700			—			—			—			—
Hollinger Open Pit (grams/tonnes)	1.15			—			—			—			—
Stockpile (tonnes)	875,000			693,200			908,300			927,500			763,000
Stockpile (grams/tonne)	0.89			0.77			0.89			0.83			0.75
Average mill head grade (grams/tonne)	2.19			2.60			2.37			2.26			2.32
Average recovery rate	93		%	93		%	93		%	94		%	94		%
Gold (ounces)
– Produced	68,800			66,500			78,900			76,000			69,800
– Sold	69,600			65,700			84,300			73,200			70,600
Average realized gold price (per ounce)	$	1,302		$	1,287		$	1,265		$	1,339		$	1,377
Total cash costs – by-product (per ounce)	$	658		$	701		$	671		$	637		$	782
All-in sustaining costs (per ounce)	$	895		$	945		$	907		$	921		$	1,176
Mining cost per tonne	$	121.54		$	127.65		$	136.15		$	115.16		$	112.14
Milling cost per tonne	$	7.44		$	8.76		$	8.17		$	7.82		$	9.96
Financial Data
Revenues	$	91		$	85		$	107		$	98		$	98
Depreciation and depletion	$	12		$	13		$	15		$	13		$	15
Earnings from operations ⁽¹⁾	$	21		$	27		$	60		$	40		$	26
Expenditures on mining interests	$	18		$	19		$	26		$	21		$	27


(1)	Earnings from operations for the three months ended June 30, 2014 and December 31, 2013 were impacted by an increase and a decrease, respectively, in non-cash provisions related to the revision in estimates in the reclamation and closure cost obligations for the Porcupine mines' closed sites of $11 million and $25 million, respectively.

Gold production for the second quarter of 2014 of 68,800 ounces was 1,000 ounces, or 1%, lower than in the second quarter of 2013. With pre-stripping activities continuing at the Hollinger open pit in the second quarter of 2014, Porcupine now consists of four mining operations, Hoyle Pond, Dome, Hollinger, and Stockpile, which feed the Dome processing facility. The Hoyle Pond underground operation experienced 19% higher grades as mining focused on the high grade VAZ ore and 39% lower tonnage as planned due to a lower proportion of ore being sourced from long-hole stopes and the continued shutdown of the #1 Winze at Hoyle Pond to rehabilitate the winze walls. Repairs are expected to be completed early in the third quarter of 2014. The decrease in tonnage as a result of the shutdown of the #1 Winze is not expected to impact the planned 2014 production. The Dome underground operation experienced 53% higher grades from bulk mining stopes and 8% lower tonnes due to the transition between several bulk mining stopes. Hollinger Open pit pre-stripping provided minor ore tonnage as expected. Surface Stockpiles provided 19% higher grades and 15% higher tonnage due to lower underground feeds.

All-in sustaining costs for the second quarter of 2014 were $895 per ounce and include by-product cash costs of $658 per ounce, which were $281 per ounce and $124 per ounce lower compared to the second quarter of 2013, respectively. The 24% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower sustaining capital expenditures ($188 per ounce), lower operating costs ($93 per ounce), and a weaker Canadian dollar ($56 per ounce), partially offset by higher reclamation accretion expenses ($37 per ounce) and lower gold production ($19 per ounce). The decrease in operating costs was primarily due to lower maintenance parts and consumables ($2 million), lower employee costs ($1 million), and lower site costs ($2 million). The decrease in sustaining capital expenditures is primarily the result of the timing of underground development projects ($8 million) and planned maintenance of component replacement ($2 million).

GOLDCORP | 16

Second Quarter Report – 2014

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

Gold production for the second quarter of 2014 was 2,300 ounces, or 3%, higher than in the first quarter of 2014 due to 25% higher tonnage, partially offset by 16% lower grades. The Hoyle Pond underground operation experienced 3% higher grades and 22% less tonnage as a result of the continued shutdown of the #1 Winze to rehabilitate the winze walls. The Dome underground operation experienced 21% higher tonnage as expected as a result of infrastructure improvements made earlier in the year. The total material reclaimed from Stockpile increased by 27% as warmer weather in the second quarter resulted in less downtime.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $50 per ounce and $43 per ounce lower compared to the prior quarter, respectively. The 5% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher gold production ($54 per ounce), partially offset by higher operating costs ($4 per ounce).

Underground exploration at Hoyle Pond during the second quarter of 2014 was focused on exploring the 1060 zone at depth as well as expanding current ore zones, such as the high grade VAZ and UP Splay zones.

During the second quarter of 2014, work at the Hoyle Deep project focused on sinking the #2 Winze shaft and advancing the lateral development to access the 1600 metre level shaft station and 1670 metre level loading pocket. Shaft sinking advanced a total of 118 metres reaching the 1430 metre elevation and lateral development advanced 423 metres. Expenditures relating to the Hoyle Deep Project for the second quarter of 2014 totaled $8 million.

At the Hollinger Open Pit Project, over-burden and rock pre-stripping activities continued with 273,000 tonnes placed on the Environmental Control Berm. The Environmental Control Berm is on track to be completed late in the fourth quarter of 2014 as planned. Once completed, mining operations can commence 24 hours a day.

GOLDCORP | 17

Second Quarter Report – 2014

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

Musselwhite mine, Canada



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore milled	313,400			332,200			345,500			364,500			356,500
Average mill head grade (grams/tonne)	7.12			7.30			6.88			5.37			5.60
Average recovery rate	96		%	96		%	96		%	96		%	96		%
Gold (ounces)
– Produced	67,800			74,900			74,600			59,800			62,800
– Sold	67,000			68,800			78,200			56,800			63,300
Average realized gold price (per ounce)	$	1,292		$	1,281		$	1,270		$	1,333		$	1,394
Total cash costs – by-product (per ounce)	$	605		$	643		$	675		$	768		$	786
All-in sustaining costs (per ounce)	$	794		$	787		$	883		$	1,114		$	1,214
Mining cost per tonne	$	71.41		$	85.34		$	77.40		$	76.15		$	71.85
Milling cost per tonne	$	15.25		$	15.69		$	14.66		$	13.70		$	12.65
Financial Data
Revenues	$	87		$	88		$	99		$	75		$	89
Depreciation and depletion	$	15		$	14		$	17		$	12		$	13
Earnings from operations	$	30		$	29		$	29		$	19		$	23
Expenditures on mining interests	$	12		$	9		$	14		$	19		$	23

Gold production for the second quarter of 2014 of 67,800 was 5,000 ounces, or 8%, higher than in the second quarter of 2013 due to a 27% increase in grades, partially offset by a 12% decrease in mill throughput. Improved dilution and ore control coupled with higher grade stopes in the Lynx zone have resulted in higher mill head grade. Mill throughput was lower primarily due to a three day planned maintenance shutdown and two additional lost days due to line power failures resulting from high winds. The ongoing focus on production efficiencies at site as part of its Operating for Excellence ("O4E") initiatives is positively impacting mining cost per tonne.

All-in sustaining costs for the second quarter of 2014 were $794 per ounce and include by-product cash costs of $605 per ounce, which were$420 per ounce and $181 per ounce lower than in the second quarter of 2013, respectively. The 35% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower sustaining capital expenditures ($204 per ounce), lower operating costs ($98 per ounce), higher gold production ($68 per ounce), and a weaker Canadian dollar ($50 per ounce). The decrease in operating costs was attributable to decreased contractor costs ($3 million), consumable costs ($2 million), and site costs ($2 million). The decrease in sustaining capital expenditures is primarily a result of a decrease in construction projects ($4 million) and reduced capital development as planned ($3 million) during the second quarter of 2014.

Gold production for the second quarter of 2014 was 7,100 ounces, or 9%, lower than the prior quarter due to a 6% decrease in mill throughput and a 2% decrease in grades. The decrease in mill throughput was due to a three day maintenance shutdown and two additional lost days due to line power failures resulting from high winds. Mining continued in the same higher grade areas of the Lynx zone and PQ Deeps as planned.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $7 per ounce higher and $38 per ounce lower than in the first quarter of 2014, respectively. The 1% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to increased sustaining capital expenditures ($39 per ounce) and decreased gold production ($21 per ounce), partially offset by lower operating costs ($53 per ounce). The decrease in operating costs was attributable to lower energy usage ($4 million). The increase in sustaining capital expenditures in the second quarter of 2014 is due to increased mobile equipment and electrical infrastructure expenditures.

Exploration in the second quarter of 2014 focused on the second phase of drilling on the West Limb target, together with Upper Lynx exploration and resource extension on the PQ Deeps. Positive results on the West Limb target have led to the start of an access drift to better access the mineralized zone for efficient delineation drilling. The results of the exploration on the Upper Lynx zone were positive, along with the extensional drilling on the PQ Deeps.

GOLDCORP | 18

Second Quarter Report – 2014

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

Peñasquito mines, Mexico



	Three months ended
Operating Data	June 30 2014		March 31 2014		December 31 2013		September 30 2013		June 30 2013
Tonnes of ore mined – sulphide	10,280,100		10,025,400		13,971,100		14,723,000		12,098,100
Tonnes of ore mined – oxide	135,700		1,121,200		2,224,600		5,095,000		2,083,200
Tonnes of waste removed	40,595,300		33,628,000		28,376,400		24,968,400		30,770,200
Tonnes of total material moved	51,011,100		44,774,600		44,572,100		44,786,500		44,951,400
Ratio of waste to ore	3.9		3.0		1.8		1.3		2.2
Average head grade
Gold (grams/tonne)	0.78		0.59		0.55		0.50		0.43
Silver (grams/tonne)	30.08		32.92		31.05		24.08		22.51
Lead	0.24	%	0.33	%	0.34	%	0.27	%	0.25	%
Zinc	0.59	%	0.63	%	0.58	%	0.55	%	0.54	%
Sulphide Ore
Tonnes of ore milled	10,050,000		9,220,400		9,717,100		10,115,100		9,600,800
Average recovery rate
Gold	74	%	72	%	76	%	66	%	63	%
Silver	82	%	81	%	80	%	78	%	77	%
Lead	77	%	79	%	78	%	72	%	72	%
Zinc	82	%	80	%	76	%	74	%	72	%
Concentrates Produced – Payable Metal Produced
Gold (ounces)	159,400		115,500		119,900		96,000		76,000
Silver (ounces)	6,758,700		7,055,100		7,049,200		5,448,600		4,737,000
Lead (thousands of pounds)	38,600		49,500		53,600		41,000		35,400
Zinc (thousands of pounds)	91,900		87,900		80,900		76,300		70,100
Lead Concentrate (DMT)	41,400		47,100		49,700		38,800		37,200
Zinc Concentrate (DMT)	90,900		85,200		77,700		72,800		68,000
Oxide Ore
Tonnes of ore processed	135,700		1,202,900		2,224,600		5,095,000		2,083,200
Produced
Gold (ounces)	8,000		14,300		21,800		17,900		12,100
Silver (ounces)	248,100		341,200		377,800		444,000		458,200
Sulphide & Oxide Ores – Payable Metal Produced
Gold (ounces)	167,400		129,800		141,700		113,900		88,100
Silver (ounces)	7,006,800		7,396,300		7,427,000		5,892,600		5,195,200
Lead (thousands of pounds)	38,600		49,500		53,600		41,000		35,400
Zinc (thousands of pounds)	91,900		87,900		80,900		76,300		70,100
Gold Equivalent Ounces ⁽¹⁾	376,300		346,000		356,400		291,000		245,600

GOLDCORP | 19

Second Quarter Report – 2014

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



	Three months ended
	June 30 2014		March 31 2014		December 31 2013		September 30 2013		June 30 2013
Sulphide and Oxide Ores – Payable Metal Sold
Gold (ounces)	170,900		120,700		135,700		106,600		79,600
Silver (ounces)	7,863,400		7,118,400		6,687,600		6,056,300		5,067,000
Lead (thousands of pounds)	43,200		45,300		46,100		40,800		36,800
Zinc (thousands of pounds)	77,000		90,100		77,000		66,800		61,800
Average realized prices
Gold (per ounce)	$	1,305	$	1,333	$	1,222	$	1,370	$	1,256
Silver (per ounce) ⁽²⁾	$	16.28	$	16.73	$	16.18	$	17.84	$	15.50
Lead (per pound)	$	0.97	$	0.91	$	1.00	$	0.95	$	0.93
Zinc (per pound)	$	1.00	$	0.90	$	0.91	$	0.85	$	0.82
Total Cash Costs – by-product (per ounce) ⁽⁴⁾	$	124	$	179	$	102	$	403	$	920
Total Cash Costs – co-product (per ounce of gold) ⁽⁴⁾	$	610	$	707	$	666	$	843	$	998
All-in sustaining costs (per ounce)	$	362	$	371	$	473	$	830	$	1,484
Mining cost per tonne	$	2.21	$	2.22	$	2.27	$	2.18	$	2.36
Milling cost per tonne	$	7.05	$	7.99	$	7.25	$	7.41	$	7.89
General and administrative cost per tonne milled	$	2.38	$	2.36	$	2.19	$	2.18	$	2.84
Off-site cost per tonne sold (lead) ⁽⁵⁾	$	839	$	632	$	730	$	725	$	632
Off-site cost per tonne sold (zinc) ⁽⁵⁾	$	369	$	340	$	341	$	347	$	360
Financial Data
Revenues ⁽²⁾	$	424	$	362	$	348	$	315	$	232
Depreciation and depletion	$	69	$	56	$	42	$	41	$	42
Earnings (loss) from operations ⁽²⁾⁽³⁾	$	131	$	80	$	106	$	55	$	(2,455	)
Expenditures on mining interests ⁽⁶⁾	$	56	$	19	$	68	$	56	$	61

(1)

Gold equivalent ounces are calculated using the following assumptions: $1,300 per ounce of gold; by-product metal prices of $22.00 per ounce of silver; $3.00 per pound copper; $0.90 per pound of zinc; and $0.90 per pound of lead (2013 – $1,350; $24.00; $3.00; $0.85; and $0.80 respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.


(2)	Includes 25% of silver ounces sold to Silver Wheaton at $4.05 per ounce (2013 – $4.02 ounce). The remaining 75% of silver ounces are sold at market rates.


(3)	During the second quarter of 2013, the Company recorded impairment charges of $2,427 million before tax ($1,827 million after tax) related to Peñasquito as a result of the change in the metal pricing environment related to in-situ exploration ounces, in combination with the changes to the LOM plan and the Mexican mining duty.

(4)

The calculation of total cash costs per ounce of gold is net of by-product silver, lead and zinc sales revenues. If silver, lead and zinc were treated as co-products, total cash costs for the three months ended June 30, 2014 would be $610 per ounce of gold, $9.30 per ounce of silver, $0.92 per pound of lead and $0.70 per pound of zinc (2013 – $998, $15.95, $0.87, and $0.77, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). The actual and budget silver price for Peñasquito takes into consideration that 25% of silver ounces are sold to Silver Wheaton at $4.05 per ounce (2013 – $4.02 ounce) with the remaining 75% of silver ounces sold at market rates. Using actual realized sales prices, the co-product total cash costs for the three months ended June 30, 2014 would be $626 per ounce of gold, $8.97 per ounce of silver, $0.88 per pound of lead, and $0.72 per pound of zinc (2013 – $997, $13.61, $1.05, and $0.85, respectively).


(5)	Off-site costs consist primarily of transportation, warehousing, and treatment and refining charges.


(6)	Expenditures on mining interests includes expenditures incurred at the Company's Camino Rojo gold project

Gold production for the second quarter of 2014 reached a record 167,400 ounces which was 79,300 ounces, or 90%, higher than in the second quarter of 2013, due to 81% higher gold ore grades, 17% higher metallurgical recoveries, and 5% higher mill throughput, partially offset by 33% lower oxide production. Higher ore grades resulted as mining continued in higher grade ore benches at the bottom of Phase 4. Higher metallurgical recoveries were the result of operational improvements in the efficiency of the flotation cell operation. Higher mill throughput resulted from the improved operation of the High Pressure Grinding Rolls and the Augmented Feed circuits. Waste removal was 32% higher in the quarter due to increased stripping activities as a result of increased haulage efficiencies.

All-in sustaining costs for the second quarter of 2014 were $362 per ounce and include by-product cash costs of $124 per ounce, which were $1,122 per ounce and $796 per ounce lower compared to the second quarter of 2013, respectively. The 76% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher gold production ($1,748 per ounce), lower sustaining capital expenditures ($2

GOLDCORP | 20

Second Quarter Report – 2014

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

4 per ounce), and a weaker Mexican peso ($18 per ounce), partially offset by lower by-product credit sales ($618 per ounce), higher operating costs ($46 per ounce), and higher reclamation accretion expenses ($4 per ounce). Higher operating costs resulted primarily from higher fuel, power, and explosives costs, increased mining contractor costs, increased community payments, and an increase in royalties, partially offset by an increase in capitalized stripping costs in Phase 5 of the Pit in the second quarter of 2014 which is expected to continue for the remainder of 2014. The decrease in sustaining capital expenditures resulted primarily from the completion of certain major construction projects in 2013, partially offset by higher capitalized stripping activities in the second quarter of 2014.

Gold production for the second quarter of 2014 was 37,600 ounces, or 29%, higher than in the first quarter of 2014 due to 3% higher metallurgical recoveries, 9% higher mill throughput, and 32% higher mill grades, partially offset by 44% lower oxide gold production. The decrease in oxide gold production was due to lower oxide tonnes being mined in the three active phases of mining.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $9 per ounce and $55 per ounce lower, compared to the first quarter of 2014, respectively. The 2% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher gold production ($658 per ounce) and lower exploration expenses ($8 per ounce), partially offset by lower by-product credit sales ($538 per ounce), higher sustaining capital expenditures ($110 per ounce), and a stronger Mexican peso ($9 per ounce). Operating costs were comparable to prior quarter as a result of the one-time historical water use payment in the first quarter of 2014 and an increase in capitalized stripping costs in the second quarter of 2014, offset by higher labour and contractor costs, increased community payments, and increased tire and fuel costs. Higher sustaining capital expenditures resulted primarily from the increase in capitalized stripping costs in the second quarter of 2014 ($14 million).

The provisional pricing impact of higher realized gold, lead, and zinc prices during the second quarter of 2014 was a positive $1 million, which primarily related to zinc sales from the first quarter of 2014 that settled in the second quarter of 2014.

Initial permits for the NWF project were received during the second quarter of 2014 allowing construction to commence, as progress continues on activities to address the additional regulatory requirements related to the interconnection with the existing well field. Completion of the NWF project is still anticipated around mid-year 2015. Contingency plans remain in place for fresh water supply to Peñasquito until the NWF is operational. The studies for the long term tailings facility continued during the second quarter of 2014 and three viable options are being evaluated. Additionally, the existing tailings facility life has been extended to 2018.

Engineering redesign and modification of the Waste Rock Overland Conveyor System, which includes modifications of transfer chutes, is currently underway in order to increase production from the current 3,000 tonnes per hour in order to achieve the original design rate of 8,000 tonnes per hour. It is currently expected that the redesign and modifications will be complete by the end of the third quarter of 2014.

The exploration drilling program continued in the second quarter of 2014, completing a total of 7,975 metres drilled. The exploration program continues to define the intersection of the copper-gold sulphide rich skarn ore body and porphyry deposit located below and adjacent to the diatreme ore body and is focused on a 200 metre spaced in-fill program. Current exploration activities continue to focus on in-fill of the vertical and horizontal size and extension of the skarn deposit where intersections show low gold and copper grades.

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 within the confines of the proposed mine site. These lands now include 60% of the mine pit area, the waste rock facility and explosive magazine storage area. The terms of the agreement were based on comparable surface valuations in the region as well as on similar agreements with 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 surface land to be returned to the Cerro Gordo Ejido for payment of 2.4 million Mexican pesos. Constitutional 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 claims. The Cerro Gordo Ejido has appealed the suspension. The State of Zacatecas has filed its own constitutional claim against the agrarian court’s ruling and under this claim a suspension of the agrarian court’s ruling has been issued.

GOLDCORP | 21

Second Quarter Report – 2014

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

Federal criminal charges were filed against the agrarian judge who presided at the trial of first instance which started in 2009 and several members of a prior Cerro Gordo Ejido leadership committee who originally approved the land use agreement. The Attorney General has issued an “assurance measure” protecting the status of the disputed lands pending conclusion of the related criminal investigation. With the assurance measure, Minera Peñasquito has sole custody of the disputed lands. Goldcorp has filed with the office of the Secretaría De Desarrollo Agrario Territorial y Urbano ("SEDATU") the required documents 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 constitutional claims by the State of Zacatecas, Ejido Cedros, Ejido Mazapil and transportation union are ultimately rejected, and the assurance measure is removed, Ejido Cerro Gordo would, absent any other intervening event, be entitled to possession of the disputed 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. Settlement discussions facilitated by the Mexican federal government commenced in June 2014. Goldcorp prefers to resolve this dispute through negotiations with the Cerro Gordo Ejido and believes that with continued discussions a mutually beneficial settlement can be reached.

GOLDCORP | 22

Second Quarter Report – 2014

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

Los Filos mine, Mexico



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore mined	3,472,600			6,877,700			7,579,800			6,805,300			6,526,600
Tonnes of waste removed	6,608,800			10,156,600			10,547,800			11,626,000			11,468,200
Ratio of waste to ore	1.9			1.5			1.4			1.7			1.8
Tonnes of ore processed	3,480,200			6,834,300			8,046,500			6,753,400			6,572,700
Average grade processed (grams/tonne)	0.75			0.72			0.74			0.67			0.70
Average recovery rate ⁽¹⁾	49		%	49		%	49		%	49		%	49		%
Gold (ounces)
– Produced	48,700			80,000			94,000			73,400			83,500
– Sold	45,700			81,900			88,800			73,600			85,100
Average realized gold price (per ounce)	$	1,280		$	1,289		$	1,263		$	1,335		$	1,381
Total cash costs – by-product (per ounce)	$	778		$	638		$	637		$	640		$	624
All-in sustaining costs (per ounce)	$	1,077		$	805		$	860		$	891		$	1,217
Open-pit mining cost per tonne	$	1.65		$	1.67		$	1.84		$	1.77		$	1.74
Processing cost per tonne leached	$	2.37		$	2.15		$	2.12		$	2.31		$	2.74
Financial Data
Revenues	$	58		$	106		$	113		$	98		$	118
Depreciation and depletion	$	12		$	16		$	17		$	13		$	17
Earnings from operations	$	10		$	37		$	40		$	37		$	47
Expenditures for mining interests	$	11		$	16		$	13		$	13		$	44


(1)	Recovery is reported on a cumulative basis to reflect the cumulative recovery of ore on the leach pad, and does not reflect the true recovery expected over time.

Gold production for the second quarter of 2014 of 48,700 ounces, was 34,800 ounces, or 42%, lower than in the second quarter of 2013 as a result of a 33 day suspension of process operations from April 1, 2014 to May 5, 2014 when a negotiated settlement with the Carrizalillo Ejido was reached, resulting in a new five-year land occupancy agreement. An additional impact of a 10 day delay occurred in mine operations due to regulatory issues to resume blasting permits after the negotiated settlement was reached.

All-in sustaining costs for the second quarter of 2014 were $1,077 per ounce and include by-product cash costs of $778 per ounce, which were $140 per ounce lower and $154 per ounce higher compared to the second quarter of 2013, respectively. The 12% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower sustaining capital expenditures ($803 per ounce), partially offset by a decrease in gold production ($663 per ounce). The decrease in sustaining capital expenditures is primarily due to mine mobile equipment acquisitions ($19 million) and leach pad construction ($9 million) in the second quarter of 2013.

Gold production for the second quarter of 2014 was 31,300 ounces, or 39%, lower than in the first quarter of 2014 primarily due a decrease of 50% in tonnage processed, driven by April’s operations suspension, partially offset by 4% higher grades.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $272 per ounce and $140 per ounce higher compared to the prior quarter, respectively. The 34% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower gold production ($272 per ounce).

The construction of the expansion phase of the heap leach pad, including additional contingency solution storage capacity, was completed in June 2014. The additional storage represents a 250% increase in contingency pond capacity, which allows for heap leach pad growth while maintaining appropriate containment standards. The exploration program continues to focus on drilling in-fill gaps and converting previous year's addition of inferred mineral resources into reserves at El Bermejal north and the underground mine.

GOLDCORP | 23

Second Quarter Report – 2014

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

El Sauzal mine, Mexico



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore mined	476,400			572,900			559,100			587,300			556,000
Tonnes of waste removed	3,343,700			3,062,300			3,379,600			3,121,900			3,030,400
Ratio of waste to ore	7.0			5.3			6.0			5.3			5.5
Tonnes of ore milled	453,700			493,300			461,800			504,500			485,500
Average mill head grade (grams/tonne)	1.21			1.16			1.54			1.40			1.35
Average recovery rate	88		%	82		%	93		%	94		%	93		%
Gold (ounces)
– Produced	15,600			15,100			21,300			21,400			19,700
– Sold	14,500			12,900			21,200			21,800			22,100
Average realized gold price (per ounce)	$	1,291		$	1,277		$	1,269		$	1,334		$	1,356
Total cash costs – by-product (per ounce)	$	1,011		$	994		$	850		$	751		$	890
All-in sustaining costs (per ounce)	$	1,234		$	1,168		$	880		$	831		$	950
Mining cost per tonne	$	1.56		$	1.81		$	1.97		$	1.77		$	1.99
Milling cost per tonne	$	13.16		$	10.75		$	13.79		$	11.98		$	13.11
Financial Data
Revenues	$	19		$	17		$	27		$	30		$	30
Depreciation and depletion	$	4		$	4		$	8		$	9		$	9
Earnings (loss) from operations ⁽¹⁾	$	(1	)	$	(1	)	$	(28	)	$	2		$	—
Expenditures on mining interests	$	—		$	—		$	—		$	—		$	—


(1)	During the fourth quarter of 2013, the Company recorded impairment charges of $29 million before tax ($20 million after tax) related to El Sauzal as a result of changes in metal price assumptions and the increase in estimated reclamation costs as it approaches the end of its mine life.

In June 2014, the remediation process commenced as part of the activities required for the closure of the El Sauzal mine in 2015. The remediation activities in 2014 will focus on contouring of over-burden dumps, re-vegetation, and final placement of dry stacked tailings.

Gold production for the second quarter of 2014 of 15,600 ounces was 4,100 ounces, or 21%, lower than in the second quarter of 2013, due to 10% lower grades and 5% lower recoveries resulting from the presence of silica encapsulation of gold in the ore and 7% lower ore milled as a result of a 14% decrease in ore mined.

All-in sustaining costs for the second quarter of 2014 were $1,234 per ounce and include by-product cash costs of $1,011 per ounce, which were $284 per ounce and $121 per ounce higher compared to the second quarter of 2013, respectively. The 30% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower gold production ($504 per ounce) and an increase in reclamation accretion expenses ($132 per ounce), partially offset by lower operating costs ($347 per ounce) and a weaker Mexican peso ($5 per ounce). The decrease in operating costs was primarily due to lower employee and contractors costs and lower consumable and other costs. Reclamation accretion expense increased during the second quarter of 2014 ($2 million) due to the revision of the reclamation and closure cost obligation in the fourth quarter of 2013.

Gold production for the second quarter of 2014 was 500 ounces, or 3%, higher than in the first quarter of 2014, due to 7% higher recoveries and 4% higher grades as expected from stockpiles with ore from Arroyo and Encino pits, partially offset by 8% lower ore tonnes milled.

All-in sustaining costs for the second quarter of 2014, including by-product cash cost, were $66 per ounce and $17 per ounce higher compared to the first quarter of 2014, respectively. The 6% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher operating costs ($117 per ounce), an increase in reclamation accretion expenses ($54 per ounce), an increase in sustaining capital expenditures ($13 per ounce), and a stronger Mexican peso ($6 per ounce), partially offset by higher gold production ($124 per ounce). The increase in operating costs was mainly due to higher employee costs ($1 million) and higher consumable and fuel costs ($2 million).

GOLDCORP | 24

Second Quarter Report – 2014

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

Marlin mine, Guatemala



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore milled	485,400			472,700			491,700			497,800			472,100
Average mill head grade (grams/tonne)
– Gold	2.88			3.15			3.36			3.24			3.44
– Silver	109			132			131			118			127
Average recovery rate
– Gold	97		%	97		%	97		%	96		%	96		%
– Silver	94		%	94		%	93		%	92		%	92		%
Produced (ounces)
– Gold	43,500			45,300			52,800			49,400			50,000
– Silver	1,584,400			1,836,000			1,969,100			1,715,000			1,778,000
– Gold Equivalent Ounces ⁽¹⁾	70,300			76,400			87,800			79,900			81,600
Sold (ounces)
– Gold	43,600			41,900			54,700			51,200			50,000
– Silver	1,579,600			1,699,900			2,011,800			1,779,200			1,803,000
Average realized price (per ounce)
– Gold	$	1,291		$	1,300		$	1,260		$	1,344		$	1,355
– Silver	$	19.78		$	20.62		$	20.63		$	21.43		$	20.81
Total cash costs – by-product (per ounce)⁽²⁾	$	525		$	277		$	159		$	259		$	260
Total cash costs – co-product (per ounce) ⁽²⁾	$	770		$	658		$	539		$	603		$	599
All-in sustaining costs (per ounce)	$	981		$	809		$	515		$	635		$	729
Mining cost per tonne	$	75.39		$	70.64		$	61.61		$	65.96		$	62.10
Milling cost per tonne	$	25.24		$	27.66		$	24.11		$	25.47		$	30.62
Financial Data
Revenues	$	88		$	89		$	111		$	107		$	105
Depreciation and depletion	$	36		$	35		$	39		$	37		$	35
Earnings from operations	$	(7	)	$	5		$	18		$	18		$	17
Expenditures on mining interests	$	22		$	16		$	15		$	15		$	17

(1)

Gold equivalent ounces are calculated using the following assumptions: $1,300 per ounce of gold; by-product metal prices of $22.00 per ounce of silver; $3.00 per pound of copper; $0.90 per pound zinc; and $0.90 per pound of lead (2013 – $1,350; $24.00; $3.00; $0.85; and $0.80, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2)

The calculation of total cash costs per ounce of gold is net of by-product silver sales revenues. If silver were treated as a co-product, average total cash costs at Marlin for the three months ended June 30, 2014 would be $770 per ounce of gold and $13.02 per ounce of silver (2013 – $599 and $11.44, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs for the three months ended June 30, 2014 would be $794 per ounce of gold and $12.36 per ounce of silver (2013 – $645 and $10.14, respectively).

Gold and silver production for the second quarter of 2014 of 43,500 ounces and 1,584,400 ounce was 6,500 ounces, or 13%, and 193,600 ounce, or 11%, lower than in the second quarter of 2013, respectively. The decrease in gold production was due to 16% lower grades partially offset by 3% higher tonnes milled and 1% higher gold recoveries. The decrease in silver production was due to 14% lower silver grades partially offset by 3% higher tonnes milled and 2% higher silver recoveries. The lower gold and silver grades were consistent with the mine plan. Recoveries of gold and silver have increased due to ongoing O4E initiatives.

All-in sustaining costs for the second quarter of 2014 were $981 per ounce and include by-product cash costs of $525 per ounce, which were $252 per ounce and $265 per ounce higher compared to the second quarter of 2013, respectively. The 35% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower gold production ($216 per ounce), higher operating expenses ($83 per ounce), and lower by-product silver sales credits ($35 per ounce), partially offset by lower sustaining capital expenditures ($71 per ounce) and lower reclamation accretion expenses ($11 per ounce). The increase in operating costs was primarily attributable to the disposal of chemicals no longer used in production during the second quarter of 2014 ($2 million) and higher contractor and labour costs ($3 million), partially offset by

GOLDCORP | 25

Second Quarter Report – 2014

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

lower site costs ($1 million). The decrease in sustaining capital expenditures is primarily due to higher underground equipment purchases in the second quarter of 2013 ($3 million).

Gold and silver production in the second quarter of 2014 was 1,800 ounces, or 4%, and 251,600 ounces, or 14%, lower, respectively, than in the first quarter of 2014. The decrease in gold production was due to 9% lower grades partially offset by 3% higher tonnes milled as planned. The decrease in silver production was due to 17% lower silver grades partially offset by 3% higher tonnes milled as planned.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $172 per ounce and $248 per ounce higher compared to the prior quarter, respectively. The 21% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher operating expenses ($172 per ounce) and lower by-product silver sales credits ($122 per ounce), partially offset by higher gold sales volume ($67 per ounce) and lower sustaining capital expenditures ($55 per ounce). The increase in operating costs was primarily attributable to the disposal of chemicals no longer used in production during the second quarter of 2014 ($2 million), an increase in contractor and labour costs ($3 million), higher power costs ($1 million), and higher consumables costs ($1 million). The decrease is sustaining capital expenditures is primarily due to lower mobile equipment purchases than in the first quarter 2014.

GOLDCORP | 26

Second Quarter Report – 2014

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

Wharf mine, United States



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore mined	1,015,800			751,100			591,800			166,800			656,200
Tonnes of ore processed	975,000			751,100			637,100			996,900			831,300
Average grade processed (grams/tonne)	0.72			0.82			0.98			0.63			0.64
Average recovery rate	80		%	80		%	79		%	80		%	81		%
Gold (ounces)
– Produced	15,000			15,000			10,800			16,700			16,200
– Sold	15,500			13,400			10,600			18,200			15,500
Average realized gold price (per ounce)	$	1,298		$	1,285		$	1,266		$	1,310		$	1,377
Total cash costs – by-product (per ounce) ⁽¹⁾	$	711		$	751		$	1,092		$	980		$	808
All-in sustaining costs (per ounce)	$	804		$	856		$	1,411		$	1,204		$	1,076
Mining cost per tonne	$	2.97		$	2.98		$	3.01		$	4.08		$	4.04
Processing cost per tonne	$	1.33		$	1.76		$	2.45		$	1.56		$	1.60
Financial Data
Revenues	$	22		$	20		$	14		$	24		$	22
Depreciation and depletion	$	1		$	1		$	1		$	1		$	1
Earnings from operations	$	9		$	6		$	1		$	5		$	8
Expenditures on mining interests	$	1		$	1		$	1		$	4		$	5

(1)

The calculation of total cash costs per ounce of gold is net of by-product silver sales revenues of $2 million for the three months ended June 30, 2014 (six months ended June 30, 2014 – $5 million). If silver were treated as a co-product, average total cash costs at Wharf for the three and six months ended June 30, 2014 would be $757 per ounce and $787 per ounce of gold, respectively, and $12.51 per ounce and $12.98 per ounce of silver, respectively. Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs for the three and six months ended June 30, 2014 would be $765 per ounce and $793 per ounce of gold, respectively, and $11.34 per ounce and $12.15 per ounce of silver, respectively.

Gold production for the second quarter of 2014 of 15,000 ounces was 1,200 ounces, or 7%, lower than in the second quarter of 2013 due to timing of metal recovery from the Heap Leach Pads as a result of silver loading in the processing circuit. Tonnes processed increased 17% during the second quarter of 2014 as a result of efficiencies realized throughout the crusher plant and operating protocols implemented as part of the ongoing O4E initiatives. Grades were in line with the mine plan as production was sourced from higher grade benches at the bottom of the American Eagle pit.

All-in sustaining costs for the second quarter of 2014 were $804 per ounce and include by-product cash costs of $711 per ounce, which were $272 per ounce and $97 per ounce lower compared to the second quarter of 2013, respectively. The 25% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower sustaining capital expenditure ($176 per ounce) and higher by-product silver sales credits ($96 per ounce). The decrease in sustaining capital expenditures was primarily attributable to the construction of the highway relocation project in the prior year.

Gold production for the second quarter of 2014 of 15,000 ounces was consistent with the first quarter of 2014. Tonnes processed were 30% higher as result of continued improvements of the crushing circuit and favourable crushing conditions, offset by 12% lower grade as planned.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $52 per ounce and $40 per ounce lower compared to the first quarter of 2014, respectively. The 6% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher gold sales ($147 per ounce), partially offset by lower by-product silver sales credits ($73 per ounce) and higher operating costs ($22 per ounce).

GOLDCORP | 27

Second Quarter Report – 2014

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

Alumbrera mine, Argentina (Goldcorp’s interest – 37.5%)



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore mined	1,455,100			1,409,200			3,585,800			2,420,700			1,844,400
Tonnes of waste removed	4,568,200			4,504,600			4,098,200			4,847,400			5,871,700
Ratio of waste to ore	3.1			3.2			1.1			2.0			3.2
Tonnes of ore milled	3,492,300			3,324,400			3,634,800			3,304,300			3,561,700
Average mill head grade
– Gold (grams/tonne)	0.34			0.42			0.40			0.37			0.38
– Copper	0.33		%	0.39		%	0.43		%	0.37		%	0.37		%
Average recovery rate
– Gold	65		%	67		%	73		%	74		%	69		%
– Copper	74		%	77		%	84		%	81		%	77		%
Produced
– Gold (ounces)	25,300			30,300			34,000			28,900			29,900
– Copper (thousands of pounds)	19,300			21,500			28,800			21,400			21,600
– Gold Equivalent Ounces ⁽¹⁾	69,700			79,900			98,000			76,500			77,900
Sold
– Gold (ounces)	17,300			40,500			24,900			32,000			24,200
– Copper (thousands of pounds)	13,000			32,100			20,300			21,800			19,400
Average realized price
– Gold (per ounce)	$	1,287		$	1,293		$	1,249		$	1,379		$	1,216
– Copper (per pound)	$	3.39		$	3.09		$	3.21		$	3.40		$	2.63
Total cash costs – by-product (per ounce) ⁽²⁾	$	238		$	106		$	(558	)	$	(281	)	$	299
Total cash costs – co-product ⁽²⁾	$	910		$	784		$	692		$	777		$	907
All-in sustaining costs (per gold ounce)	$	1,050		$	433		$	37		$	307		$	1,140
Mining cost per tonne	$	3.45		$	3.53		$	3.02		$	3.17		$	3.17
Milling cost per tonne	$	6.07		$	5.72		$	5.80		$	6.77		$	6.70
Financial Data ⁽³⁾
Revenues	$	67		$	146		$	95		$	119		$	81
Depreciation and depletion	$	7		$	7		$	49		$	28		$	16
Earnings (loss) from operations ⁽⁴⁾	$	10		$	41		$	(399	)	$	25		$	3
Expenditures on mining interests	$	10		$	9		$	10		$	20		$	20

(1)

Gold equivalent ounces are calculated using the following assumptions: $1,300 per ounce of gold; by-product metal prices of $22.00 per ounce of silver; $3.00 per pound of copper; $0.90 per pound of zinc; and $0.90 per pound of lead (2013 – $1,350; $24.00; $3.00; $0.85; and $0.80, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2)

The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue. If copper were treated as a co-product, total cash costs for the three months ended June 30, 2014 would be $910 per ounce of gold and $2.56 per pound of copper (2013 – $907 and $2.18, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs for the three months ended June 30, 2014 would be $888 per ounce of gold and $2.63 per pound for copper (2013 – $886 and $2.12, respectively).

(3)

The Company’s 37.5% interest in Alumbrera is classified as an investment in associate and is accounted for using the equity method with the Company’s share of net earnings and net assets separately disclosed in the Consolidated Statements of Earnings and Consolidated Balance Sheets, respectively. The financial data disclosed in the table represents the financial data of Alumbrera on a proportionate rather than equity basis.


(4)	During the fourth quarter of 2013, the Company recognized an impairment expense of $276 million before tax ($276 million, after tax) in respect of its investment in Alumbrera.

For the three months ended June 30, 2014, the Company's equity earnings from Alumbrera were $6 million (six months ended June 30, 2014 – $18 million). The Company received $33 million of dividends from Alumbrera during the second quarter of 2014 (six months ended June 30, 2014 – $67 million).

GOLDCORP | 28

Second Quarter Report – 2014

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

Goldcorp’s share of Alumbrera’s gold and copper production in the second quarter of 2014 of 25,300 ounces and 19.3 million pounds was 4,700 ounces, or 15%, and 2.3 million pounds, or 11%, lower, respectively, than in the second quarter of 2013. Gold and copper production decreased due to lower head grades, lower recoveries, and lower ore tonnes milled. Total material mined was 22% lower than the second quarter of 2013 due to narrow shovel loading fronts which affected mine productivity. Gold and copper head grades were 11% lower due to mining from upper levels of Phases 10 and 11 where grades are lower than the south-west corner of Phase 10 which was mined in the second quarter of 2013. Ore milled was 2% lower in the second quarter of 2014 due to processing ore material with higher gypsum content.

All-in sustaining costs for the second quarter of 2014 were $1,050 per ounce and include by-product cash costs of $238 per ounce, which were $90 per ounce and $61 per ounce lower compared to the second quarter of 2013, respectively. The 8% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to a weaker Argentinian Peso as a result of the devaluation in the first quarter of 2014 ($1,112 per ounce), lower sustaining capital expenditures ($548 per ounce), and higher by-product copper sales credits ($291 per ounce), partially offset by lower gold production ($1,374), higher operating expenses ($299 per ounce), and higher reclamation accretion expenses ($188 per ounce). The increase in operating costs and decrease in sustaining capital expenditures were primarily due to lower capitalized stripping activities in the second quarter of 2014 ($12 million).

Goldcorp’s share of Alumbrera’s gold and copper production in the second quarter of 2014 was 5,000 ounces, or 17%, and 2.2 million pounds, or 10%, respectively, lower than in first quarter of 2014. Gold production was lower due to 19% lower grades and 3% lower recoveries, offset by 5% higher tonnes milled. Copper production was lower due to 15% lower grades and 4% lower recoveries, offset by 5% higher tonnes milled. Gold and copper head grades were lower due to mining from upper levels of Phases 10 and 11 where grades are lower than in the lower levels of Phase 10 and 11 which were mined during the first quarter of 2014. Ore milled in the second quarter of 2014 was higher than the first quarter of 2014 due to the processing of higher stockpile levels through the period. In addition, bad weather conditions negatively impacted ore material sent to crusher during the first quarter of 2014.

All-in sustaining costs for the second quarter, including by-product cash costs, were $617 per ounce and $132 per ounce higher compared to the prior quarter, respectively. The 142% increase in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower gold sales ($1,303 per ounce), higher sustaining capital expenditures ($72 per ounce), and higher royalties ($53 per ounce), partially offset by , lower export taxes ($560 per ounce), higher by-product copper sales credits ($227 per ounce), and lower reclamation accretion expenses ($24 per ounce). The lower gold sales in the second quarter of 2014 as compared to the prior quarter was due to the ounces produced in 2013 but not shipped and sold until the first quarter of 2014 as a result of the Typhoon that affected the PASAR refinery in Philippines in November 2013.

The provisional pricing impact of higher realized copper prices during the second quarter of 2014 was a positive $3 million.

In July 2014, Alumbrera terminated its option to acquire Yamana Gold Inc.'s 100% interest in the Agua Rica project in Argentina.

GOLDCORP | 29

Second Quarter Report – 2014

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

Pueblo Viejo mine, Dominican Republic (Goldcorp’s interest – 40%)



	Three months ended
Operating Data	June 30 2014			March 31 2014			December 31 2013			September 30 2013			June 30 2013
Tonnes of ore mined	2,008,600			2,541,800			1,720,100			672,200			943,700
Tonnes of waste removed	1,492,000			867,000			915,900			186,900			134,400
Ratio of waste to ore	0.74			0.34			0.53			0.28			0.14
Tonnes of ore processed	650,200			653,900			632,400			407,200			443,400
Average grade (grams/tonne)
– Gold	5.47			5.52			5.68			6.23			6.02
– Silver	28.6			29.0			37.7			48.9			40.0
Average recovery rate
– Gold	94		%	92		%	91		%	92		%	94		%
– Silver	66		%	58		%	49		%	23		%	36		%
Produced
– Gold (ounces)	107,100			106,200			104,700			75,400			81,000
– Silver (ounces)	392,800			349,100			372,000			137,000			206,800
– Gold Equivalent Ounces ⁽¹⁾	113,700			112,100			111,300			77,800			84,700
Sold
– Gold (ounces)	105,600			115,100			78,000			82,000			71,700
– Silver (ounces)	365,100			379,400			188,800			190,200			135,000
Average realized price
– Gold (per ounce)	$	1,286		$	1,287		$	1,278		$	1,318		$	1,413
– Silver (per ounce)	$	19.50		$	20.65		$	20.68		$	20.89		$	23.10
Total cash costs – by-product (per ounce) ⁽²⁾	$	438		$	493		$	592		$	553		$	507
Total cash costs – co-product (per ounce) ⁽²⁾	$	478		$	532		$	614		$	576		$	531
All-in sustaining costs (per gold ounce)	$	618		$	628		$	688		$	690		$	739
Mining cost per tonne	$	2.38		$	2.64		$	2.84		$	7.01		$	4.79
Milling cost per tonne	$	56.23		$	55.41		$	74.30		$	90.33		$	63.98
Financial Data ⁽³⁾
Revenues	$	143		$	156		$	103		$	112		$	105
Depreciation and depletion	$	28		$	25		$	14		$	16		$	11
Earnings from operations	$	71		$	66		$	43		$	46		$	52
Expenditures on mining interests	$	16		$	12		$	10		$	9		$	42

(1)

Gold equivalent ounces are calculated using the following assumptions: $1,300 per ounce of gold; by-product metal prices of $22.00 per ounce of silver; $3.00 per pound of copper; $0.90 per pound of zinc; and $0.90 per pound of lead (2013 – $1,350; $24.00; $3.00; $0.85; and $0.80, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2)

The calculation of total cash costs per ounce of gold is net of by-product silver sales revenue. If silver were treated as a co-product, total cash costs for the three months ended June 30, 2014 would be $478 per ounce of gold and $8.01 per ounce of silver (2013 – $531 and $9.96, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs for the three months ended June 30, 2014 would be $480 per ounce of gold and $7.32 per ounce of silver (2013 – $534 and $8.72, respectively).

(3)

The Company’s 40% interest in Pueblo Viejo is classified as an investment in associate and is accounted for using the equity method with the Company’s share of net earnings and net assets separately disclosed in the Consolidated Statements of Earnings and Consolidated Balance Sheets, respectively. The financial data disclosed in the table represents the financial data of Pueblo Viejo on a proportionate rather than equity basis.

For the three months ended June 30, 2014, the Company's equity earnings from Pueblo Viejo were $45 million (six months ended June 30, 2014 – $76 million), which included a $6 million, net of tax, reversal of impairment charges related to certain power assets held for sale.

Goldcorp's share of Pueblo Viejo's gold and silver production for the second quarter of 2014 of 107,100 ounces and 392,800 ounces was 26,100 ounces, or 32%, and 186,000 ounces, or 90%, respectively, higher than the second quarter of 2013. Gold production was higher primarily due

GOLDCORP | 30

Second Quarter Report – 2014

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

to 47% higher tonnes processed, partially offset by 9% lower gold head grades. Silver production was higher due to the higher tonnage processed and 83% higher silver recoveries, partially offset by 29% lower silver head grades. Tonnes processed were higher due to the completion of autoclave modifications in the second half of 2013 that provided less downtime compared to the second quarter of 2013. Head grades for both gold and silver were lower due to depletion of the high grade, low sulfur stockpile built up during construction which is consistent with the mine plan. The higher silver recoveries resulted from modifications to the heat exchangers in autoclaves 150 and 250 that increased lime boil temperatures.

All-in sustaining costs for the second quarter of 2014 were $618 per ounce and include by-product cash costs of $438 per ounce, which were $121 per ounce and $69 per ounce lower compared to the second quarter of 2013, respectively. The 16% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to higher gold production ($250 per ounce), higher by-product silver sales credits ($24 per ounce), and lower reclamation accretion expenses ($8 per ounce), partially offset by higher sustaining capital expenditures ($30 per ounce) and higher operating expenses ($131 per ounce). The higher operating expenses were primarily attributable to higher labour and contractor costs ($8 million).

Goldcorp´s share of Pueblo Viejo´s gold and silver production in the second quarter of 2014 was 900 ounces, or 1%, and 43,700 or 13% higher, respectively, than in the first quarter of 2014. Gold production was in line with the previous quarter. Silver production was higher due to 14% higher recoveries partially offset by 2% lower head grades.

All-in sustaining costs for the second quarter of 2014, including by-product cash costs, were $10 per ounce and $55 per ounce lower compared to the prior quarter, respectively. The 2% decrease in all-in sustaining costs (inclusive of the by-product cash cost impacts) was due to lower operating expenses ($106 per ounce) and lower reclamation accretion expenses ($5 per ounce), partially offset by lower gold sales ($63 per ounce) and higher sustaining capital expenditures ($38 per ounce). The decrease in operating expenses was primarily attributable to lower site costs ($5 million), lower fuel costs ($2 million), lower power costs ($2 million), lower maintenance and explosive costs ($2 million), and higher capitalized development costs related to stripping activities. The increase in sustaining capital expenditures was primarily attributable to higher capitalized stripping activities in the second quarter of 2014 ($1 million), which is expected to increase in the second half of 2014.

GOLDCORP | 31

Second Quarter Report – 2014

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

PROJECTS REVIEW

Cerro Negro Project, Argentina

The Cerro Negro project is a high grade vein system located in the Province of Santa Cruz, Argentina. The land position comprises 215 square kilometres with numerous discoveries of high grade gold and silver veins. As of December 31, 2013, Cerro Negro contained 5.74 million ounces of proven and probable gold reserves, with no change from December 31, 2012 due to the suspension of exploration activity in the latter part of 2013.

Ore feed was introduced at the process plant on July 15, 2014 and first gold was produced on July 25, 2014. Commercial production continues to be expected in the fourth quarter of 2014. The initial capital cost estimate has been reduced from between $1.6 and $1.8 billion to between $1.6 billion and $1.7 billion. The Company continues to expect gold production of between 130,000 and 180,000 ounces in 2014.

Infrastructure and Construction

At the end of the second quarter of 2014, overall EPCM activities, which includes initial capital scope deferred to 2015, reached 88% completion, with detailed engineering 100% complete at the end of the second quarter of 2014. Progress on activities critical to the production of first gold and commercial production continued in the second quarter of 2014, with:


•	Construction of processing facility scope related to the introduction of "first feed" 99% complete;


•	Construction of the high voltage power line complete, with the first stage of commissioning completed by Transpa, the Argentinean power transportation authority;


•	Construction of the Cerro Negro Substation approximately 92% complete, with the system expected to be completed in the third quarter of 2014;


•	Completion of the tailings line and tailings storage facility; and


•	Successful completion of water testing of the various circuits to capacities equal to design capacity of 4,000 tpd.

Construction continues for certain facilities and infrastructure that are not critical to the achievement of first gold and commercial production. These facilities will be completed in the second half of 2014 or 2015. There were no lost time injuries during the second quarter of 2014 and safety performance continues to improve, with more than 5.0 million consecutive hours without a lost-time accident.

Mine Development

Production mining is occurring at Eureka, while production mining at Mariana Central is expected to commence in the first quarter of 2015. The small surface mining operation on portions of veins at Eureka continued in the second quarter of 2014. Surface diamond drilling is currently expanding the potential for this to continue and provide supplemental mill ore tonnes. The surface mining operation has contributed to the lower average grade in the stockpile from prior quarters. At the end of the second quarter of 2014, the combined tonnes and grade of ore stockpiles were as follows:



Three Months Ended
Cerro Negro Production (Surface Stockpile)	June 30 2014	March 31 2014	December 31 2013	September 30 2013	June 30 2013	Cumulative Project to date
Tonnes	121,926	125,200	127,500	67,300	38,700	532,026
Average grade (grams/tonne)
– Gold	7.39	8.27	8.24	11.86	14.23	9.28
– Silver	105.1	132.7	146.7	274.7	262.0	165.4

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Second Quarter Report – 2014

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

Total underground development at Eureka and Mariana Central during the second quarter of 2014 was 2,408 metres, compared to 1,101 metres in the prior quarter. Development activities at Mariana Norte remained suspended as planned. The Company is in the process of remobilization with development expected to commence in the fourth quarter of 2014. Development activity during the quarter was as follows:



Three Months Ended
Development Area (Metres)	June 30 2014	March 31 2014	December 31 2013	September 30 2013	June 30 2013	Cumulative Project to date
Eureka	1,355	626	966	1,185	1,273	14,098
Mariana Central	1,053	475	684	630	442	4,098
Mariana Norte	—	—	9	337	387	1,224
Total	2,408	1,101	1,659	2,152	2,102	19,420

Exploration

Exploration activities remained suspended during the second quarter of 2014.

Capital Expenditures

At June 30, 2014, total project expenditures and future commitments were $1,621 million, excluding exploration, of which $1,421 million is spent and $200 million is committed. Capital expenditures, including deposits on mining interests and net of capitalized interest, for the three months ended June 30, 2014 were $169 million (six months ended June 30, 2014 – $310 million).

Éléonore Project, Canada

The Éléonore project is located in the northeast corner of the Opinaca Reservoir in the James Bay region of Quebec, Canada. The Éléonore deposit is a major gold discovery in a relatively unexplored area, located in the core of what Goldcorp believes to be a promising new gold district. Proven and probable gold reserves at Éléonore at December 31, 2013 were 4.03 million ounces. Gold production from Éléonore following ramp up to full production (currently expected to be the first half of 2018) is expected to be between 575,000 and 625,000 ounces per year.

The initial project capital estimate at Éléonore remains between $1.8 billion and $1.9 billion. First gold production remains on track for the fourth quarter of 2014, with commercial production expected to be achieved in the first quarter of 2015.

Engineering and Construction

Engineering activities are essentially complete with overall surface construction progress at 93% complete at June 30, 2014. Key activities in the second quarter of 2014 included:

Infrastructure:


•	Completed construction of the administration building, garage and warehouse; and


•	Completed commissioning of the Industrial Water Treatment Plant to its design capacity of 26,000 cubic metres per day.

Process Plant:


•	Reached 90% completion on construction of the processing plant;


•	Rotated the Ball Mill on its own power in June;


•	Reached the final stage of equipment installation while piping, electrical, and instrumentation activities were at their peak in all of the ore processing areas; and


•	All major equipment has been received on site.

Tailings Facility:


•	The tailings management facility is now expected to be completed during the third quarter of 2014 after finalizing the installation of the remaining membrane.

Exploration

Exploration activities during the second quarter of 2014 focused on exploration and in-fill drilling in the lower mine area. A total of 22,855 metres of underground diamond drilling was completed in the second quarter of 2014 from working platforms in the exploration ramp and at the 650m level. Currently, five diamond drills are conducting infill and exploration drilling and successfully infilling the lower parts of the mine.

Mine Development

Mine development is on track to meet the current plant start-up schedule. Key activities in the second quarter of 2014 included:


•	The exploration ramp reached 5,007 metres, corresponding to a depth of 733 metres below surface;


•	The production shaft reached a depth of 842 metres;


•	Ore stockpile on surface of 63,000 tonnes;


•	Commissioning of underground ore handling system;


•	First production blast occurred in May; and


•	Commenced development of a new mining horizon in the upper mine.

As of June 30, 2014, total project expenditures since January 1, 2011, net of investment tax credits and capitalized interest, were $1,741 million, $1,686 million of which was spent and $55 million of which was committed. Capital expenditures and capitalized exploration, excluding capitalized interest and investment tax credits, during the three months ended June 30, 2014, amounted to $205 million and $4 million, respectively (six months ended June 30, 2014 – $375 million and $7 million).

Cochenour Project, Canada

The Cochenour Project combines the existing workings of the historic Cochenour mine with the Bruce Channel gold discovery. The Cochenour/Bruce Channel deposit is located down dip from the historic Cochenour mine. The initial capital cost of Cochenour remains unchanged at $496 million. Following ramp-up to full production, forecast annual gold production from Cochenour is expected to be between 225,000 and 250,000 ounces. Inferred resources remained unchanged at 3.25 million ounces at December 31, 2013.

Exploration

Exploration remains a focus as drilling of the deposit continues with seven drills on site with 10,401 metres drilled in the second quarter 2014, and up to nine drills are anticipated by the end of the year. Preliminary results have been consistent with expectations.

Mine Development

At the end of the second quarter of 2014, development of the ramp to the 3540-foot level was 62% complete. The decline to the 4000-foot level will follow the completion of the 3540-foot level ramp development.

Development of the haulage drift, which will connect Red Lake’s underground mine with Cochenour, continued and was 96% complete at June 30, 2014. The integration of Cochenour with the Red Lake operation is critical to planned ramp-up activities. Geotechnical assessments, backfill and material handling studies are the focus in the short-term. In the longer term, efforts will concentrate on infrastructure rationalization and placement. An integration team has been put in place to manage these tasks. During the second quarter of 2014 the Cochenour Closure Plan was approved enabling ventilation tie-in to the surface and ultimately production and receipt of a comprehensive air permit. The project remains on track to produce first ore from production stopes in the third quarter of 2015.

At June 30, 2014, total project expenditures since January 1, 2011, excluding investment tax credits, are $362 million, $354 million of which is spent and $8 million of which is committed. Capital expenditures excluding investment tax credits, during the three months ended June 30, 2014 amounted to $23 million (six months ended June 30, 2014 – $49 million). Total project expenditures have been included in total expenditures on mining interests in Red Lake, and consist mainly of exploration, construction of surface infrastructure, shaft slashing (widening) and sinking, and development of the Cochenour Red Lake Haulage Drift.

El Morro Project, Chile (Goldcorp’s interest – 70%)

El Morro is a gold/copper project in northern Chile. El Morro contained 6.73 million ounces (Goldcorp’s share) of proven and probable gold reserves at December 31, 2013. Located in the Atacama region of Chile approximately 80 kilometres east of the city of Vallenar and at an altitude of 4,000 metres, El Morro comprises a large, 36-square kilometre land package with significant potential for organic growth through

GOLDCORP | 33

Second Quarter Report – 2014

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

further exploration. Two principal zones of gold-copper mineralization have been identified to date – the El Morro and La Fortuna zones – and the Company has identified several additional targets as part of its regional exploration efforts.

In October 2013, the environmental authority of the Atacama Region 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”).

Following an unsuccessful attempt to carry out a consultation process with Comunidad Agrícola Los Huasco Altinos (“CAHA”) in compliance with a court decision, ILO Convention N°169, the environmental authority of Third Region, Comisión de Evaluación Ambiental (“CE”), issued an unanimous decision approving the Environmental Impact Study (“EIS”) submitted by Goldcorp-El Morro. The decision was formalized in a new Environmental Assessment Resolution (“RCA”) issued on October 2013 (“RCA 232”). The RCA was challenged before the Court of Appeals of Copiapo by CAHA, other indigenous communities, and several local farmers. The Court of Appeals rejected the claims in a decision dated April, 28 2014. The decision of the Court of Appeals was appealed by CAHA and other Diaguita communities to the Supreme Court, which is expected to render a final decision in these cases by the end of the third quarter of 2014.

All project field construction activities remained suspended pending the outcome of the Supreme Court decision, with current activities focused on community engagement and planning for the 2014/2015 drilling campaign.

At June 30, 2014, total project expenditures were $238 million. Capital expenditures, excluding capitalized interest, during the three months ended June 30, 2014 were $3 million (six months ended June 30, 2014 – $7 million).

Camino Rojo Project, Mexico

The Camino Rojo project is located approximately 50 kilometres southeast of Goldcorp’s Peñasquito mine with a 3,389 square kilometre land position. Successful in-fill and expansion drilling in the West Extension sulphide zone contributed to the addition of approximately 5.0 million ounces to indicated gold mineral resources and the addition of approximately 5.0 million ounces to inferred gold mineral resources. Gold mineral reserves consist of 1.63 million ounces of oxide material.

The Company is following up on positive exploration results in the sulphide portions of the deposit and now intends to commence a pre-feasibility study before the end of 2014, approximately five months later than expected due to the complexity of metallurgical testing. The pre-feasibility study is expected to be completed in the first quarter of 2016.

Core drilling continued during the second quarter of 2014 to enhance and expand the resource. Metallurgical testing of sulphide, transition and oxide zones continues, and waste rock drainage studies for waste material are in process. The pit stability geotechnical program started in June 2014 and the evaluation of other exploration targets continues.

At June 30, 2014, total project expenditures were $98 million. Capital expenditures, excluding capitalized interest, during the three months ended June 30, 2014 amounted to $9 million (six months ended June 30, 2014 – $14 million).

GOLDCORP | 34

Second Quarter Report – 2014

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

NON-GAAP FINANCIAL PERFORMANCE MEASURES

The Company has included certain non-GAAP performance measures throughout this document. These performance measures are employed by the Company to measure its operating and economic performance internally and to assist in business decision-making as well as providing key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors and other stakeholders also use this information to evaluate the Company’s operating and economic performance; however, these non-GAAP performance measures do not have any standardized meaning. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company’s primary business is gold production and its future development and current operations focus are on maximizing returns from gold production, with other metal production being incidental to the gold production process. As a result, the Company's non-GAAP performance measures are disclosed on a per gold ounce basis.

The Company calculates its non-GAAP performance measures on an attributable basis. Attributable performance measures include the Company’s mining operations and projects, and the Company’s share of Alumbrera and Pueblo Viejo. The Company believes that disclosing certain performance measures on an attributable basis is a more relevant measurement of the Company’s operating and economic performance, and reflects the Company’s view of its core mining operations.

TOTAL CASH COSTS (BY-PRODUCT) PER GOLD OUNCE

By-product cash costs incorporate Goldcorp’s share of all production costs, adjusted for changes in estimates in reclamation and closure costs at the Company’s closed mines which are non-cash in nature, and include Goldcorp’s share of by-product credits, and treatment and refining charges included within revenue. Additionally, cash costs are adjusted for realized gains and losses arising on the Company’s commodity and foreign currency contracts which the Company enters into to mitigate its exposure to fluctuations in by-product metal prices, heating oil prices and foreign exchange rates, which may impact the Company’s operating costs.

In addition to conventional measures, the Company assesses this per ounce measure in a manner that isolates the impacts of gold production volumes, the by-product credits, and operating costs fluctuations such that the non-controllable and controllable variability is independently addressed. The Company uses total cash costs, by product and co-product, per gold ounce, to monitor its operating performance internally, including operating cash costs, as well as in its assessment of potential development projects and acquisition targets. The Company believes these measures provide investors and analysts with useful information about the Company’s underlying cash costs of operations and the impact of by-product credits on the Company’s cost structure and is a relevant metric used to understand the Company’s operating profitability and ability to generate cash flow. When deriving the production costs associated with an ounce of gold, the Company includes by-product credits as the Company considers that the cost to produce the gold is reduced as a result of the by-product sales incidental to the gold production process, thereby allowing the Company’s management and other stakeholders to assess the net costs of gold production.

The Company reports total cash costs on a gold ounces sold basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of suppliers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by gold mining companies.

GOLDCORP | 35

Second Quarter Report – 2014

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

The following table provides a reconciliation of total cash costs (by-product) per ounce to the unaudited condensed interim consolidated financial statements:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Continuing operations
Production costs per unaudited condensed interim consolidated financial statements ⁽¹⁾	$	506		$	524		$	1,006		$	1,000
Non-cash reclamation and closure cost obligations	(16		)	—			(16		)	—
Treatment and refining charges on concentrate sales	51			33			93			55
Realized (gains) losses on foreign currency, heating oil and commodity contracts	(1		)	(11		)	2			(16		)
Other	(3		)	(6		)	(5		)	(6		)
Consolidated total cash costs	537			540			1,080			1,033
Alumbrera and Pueblo Viejo total cash costs	106			106			279			203
Goldcorp’s share of total cash costs	643			646			1,359			1,236
Goldcorp's share of by-product silver, copper, lead and zinc sales	(342		)	(264		)	(735		)	(545		)
Goldcorp’s share of total cash costs (by-product)	$	301		$	382		$	624		$	691
Divided by ounces of Goldcorp’s share of gold sold	639,500			601,600			1,301,600			1,165,000
Goldcorp’s share of total cash costs (by-product) per gold ounce ⁽²⁾	$	470		$	636		$	479		$	593
Including discontinued operation
Goldcorp's share of total cash costs (by-product) from continuing operations	$	301		$	382		$	624		$	691
Total cash costs – Marigold	—			21			24			48
Goldcorp's share of total cash costs (by-product) including discontinued operation	$	301		$	403		$	648		$	739
Divided by ounces of Goldcorp's share of gold sold	639,500			624,300			1,323,500			1,219,400
Goldcorp’s share of total cash costs (by-product) per gold ounce ⁽²⁾	$	470		$	646		$	490		$	606


(1)	$17 million and $33 million in royalties are included in production costs for the three and six months ended June 30, 2014, respectively (three and six months ended June 30, 2013 – $12 million and $27 million, respectively).

(2)

If silver, lead and zinc for Peñasquito, silver for Marlin and Pueblo Viejo, and copper for Alumbrera were treated as co-products, Goldcorp's share of total co-product cash costs from continuing operations for the three and six months ended June 30, 2014, would be $643 and $652 per ounce of gold, $9.85 and $10.18 per ounce of silver, $2.56 and $2.35 per pound of copper, $0.70 and $0.71 per pound of zinc, and $0.92 and $0.88 per pound of lead, respectively (three and six months ended June 30, 2013 – $702 and $702 per ounce of gold, $14.68 and $15.13 per ounce of silver, $2.18 and $2.24 per pound of copper, $0.77 and $0.79 per pound of zinc, and $0.87 and $0.92 per pound of lead, respectively). Goldcorp's share of total co-product cash costs including discontinued operations for the three and six months ended June 30, 2014, would be $643 and $659 per ounce of gold, $9.85 and $10.18 per ounce of silver, $2.56 and $2.35 per pound of copper, $0.70 and $0.71 per pound of zinc, and $0.92 and $0.88 per pound of lead, respectively (three and six months ended June 30, 2013 – $713 and $710 per ounce of gold, $14.68 and $15.13 per ounce of silver, $2.18 and $2.24 per pound of copper, $0.77 and $0.79 per pound of zinc, and $0.87 and $0.92 per pound of lead, respectively).

GOLDCORP | 36

Second Quarter Report – 2014

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

NON-GAAP MEASURE – ALL-IN SUSTAINING COSTS PER GOLD OUNCE

All-in sustaining costs include total production cash costs incurred at the Company’s mining operations, which forms the basis of the Company’s by-product cash costs. Additionally, the Company includes sustaining capital expenditures, corporate administrative expense, exploration and evaluation costs, and reclamation cost accretion and amortization. The measure seeks to reflect the full cost of gold production from current operations, therefore new project capital is not included. Certain other cash expenditures, including tax payments, dividends and financing costs are also not included.

The Company believes that this measure represents the total costs of producing gold from current operations, and provides the Company and other stakeholders of the Company with additional information of the Company’s operational performance and ability to generate cash flows. All-in sustaining costs, as a key performance measure, allows the Company to assess its ability to support capital expenditures to sustain future production from the generation of operating cash flows. This information provides management with the ability to more actively manage capital programs and to make more prudent capital investment decisions.

The Company reports all-in sustaining costs on a gold ounces sold basis. This performance measure was adopted as a result of an initiative undertaken within the gold mining industry; however, this performance measure has no standardized meaning and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company follows the guidance note released by the World Gold Council, which became effective January 1, 2014. The World Gold Council is a non-regulatory market development organization for the gold industry whose members comprise global senior gold mining companies.

The following table provides a reconciliation of all-in sustaining costs per ounce to the unaudited condensed interim consolidated financial statements:



	Three Months Ended June 30				Six Months Ended June 30
	2014		2013 ⁽²⁾		2014		2013 ⁽²⁾
Continuing operations
Total cash costs (by-product)	$	301	$	382	$	624	$	691
Corporate administration	59		63		125		123
Exploration and evaluation costs	6		12		17		25
Reclamation cost accretion and amortization	16		10		33		16
Sustaining capital expenditures	163		255		294		493
Other	—		4		—		4
All-in sustaining costs	$	545	$	726	$	1,093	$	1,352
Divided by ounces of Goldcorp's share of gold sold	639,500		601,600		1,301,600		1,165,000
All-in sustaining costs per gold ounce	$	852	$	1,205	$	840	$	1,161
Including discontinued operation
All-in sustaining costs from continuing operations	$	545	$	726	$	1,093	1,352
All-in sustaining costs – Marigold	—		41		26		90
All-in sustaining costs – including discontinued operation	545		767		1,119		1,442
Divided by ounces of Goldcorp's share of gold sold	639,500		624,300		1,323,500		1,219,400
All-in sustaining costs per gold ounce – including discontinued operation	$	852	$	1,227	$	846	$	1,182

Sustaining capital expenditures are defined as those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary in nature. This definition includes, but is not limited to, capitalized stripping costs at open pit mines and underground mine development. The following table reconciles sustaining capital expenditures to the Company’s total capital expenditures for continuing operations:

GOLDCORP | 37

Second Quarter Report – 2014

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



	Three Months Ended June 30				Six Months Ended June 30
	2014		2013⁽²⁾		2014		2013⁽²⁾
Expenditures on mining interests and deposits per unaudited condensed interim consolidated financial statements	$	524	$	562	$	1,018	$	1,073
Expenditures on mining interests by Alumbrera and Pueblo Viejo ⁽¹⁾	26		50		47		89
Goldcorp’s share of expenditures on mining interests and deposits	$	550	$	612	$	1,065	$	1,162
Sustaining capital expenditures	$	163	$	255	$	294	$	493
Project capital expenditures	387		357		771		669
	$	550	$	612	$	1,065	$	1,162


(1)	Expenditures on mining interests by Alumbrera and Pueblo Viejo represent mining interest expenditures, net of additional funding investments, which are included in expenditures on mining interests per the unaudited condensed interim consolidated financial statements.


(2)	During the fourth quarter of 2013, the Company determined that certain capital expenditures incurred at Pueblo Viejo which had previously been included as sustaining capital expenditures met the definition of expansionary capital expenditures for the purposes of calculating all-in sustaining costs. The comparative 2013 quarterly amounts have been restated.

GOLDCORP | 38

Second Quarter Report – 2014

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

NON-GAAP MEASURE – ADJUSTED NET EARNINGS

Adjusted net earnings excludes gains/losses and other costs incurred for acquisitions and disposals of mining interests, impairment charges, unrealized and non-cash realized gains/losses on financial instruments, foreign exchange impacts on deferred income tax and foreign exchange arising on working capital at certain of the Company’s capital projects, as well as significant non-cash, non-recurring items. The Company also excludes the net earnings (losses) from the Company’s equity investments in Primero and Tahoe. The Company excludes these items from net earnings (loss) to provide a measure which allows the Company and investors to evaluate the operating results of the underlying core operations of the Company and its ability to generate liquidity through operating cash flow to fund working capital requirements, future capital expenditures and service outstanding debt. The Company’s adjusted net earnings does include the Company’s equity share of net earnings from Alumbrera and Pueblo Viejo as the Company considers these operations to comprise part of the Company’s core mining portfolio and to be significant contributors to the Company’s financial results.

The following table provides a reconciliation of adjusted net earnings to the unaudited condensed interim consolidated financial statements:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Continuing operations
Net earnings (loss) from continuing operations attributable to shareholders of Goldcorp Inc.	$	200		$	(1,939	)	$	294		$	(1,640	)
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations at the Company's inactive and closed sites, net of tax	11			—			11			—
Share of net (earnings) losses of associates, net of tax	(15		)	4			(17		)	8
Impairment of mining interests, net of tax				1,958			—			1,958
(Gains) losses on available-for-sale securities, net of tax	(4		)	9			(3		)	12
Gains on derivatives, net of tax	(10		)	(16		)	(7		)	(57		)
Gain on disposition of mining interests, net of tax	—			—			(18		)	—
Unrealized (gains) losses on foreign exchange translation of deferred income tax assets and liabilities	(24		)	74			82			57
Foreign exchange losses on capital projects	4			22			25			22
Deferred income tax impact on Guatemalan tax election and other	—			—			—			(5		)
Total adjusted net earnings	$	162		$	112		$	367		$	355
Weighted average shares outstanding (000’s)	812,954			812,043			812,918			811,857
Adjusted net earnings from continuing operations per share	$	0.20		$	0.14		$	0.45		$	0.44
Including discontinued operation
Total adjusted net earnings from continuing operations	$	162		$	112		$	367		$	355
Net (loss) earnings from discontinued operation attributable to shareholders of Goldcorp Inc.	(19		)	5			(15		)	15
Loss on disposition, net of tax – Marigold	21			—			21			—
Total adjusted net earnings including discontinued operation	$	164		$	117		$	373		$	370
Weighted average shares outstanding (000’s)	812,954			812,043			812,918			811,857
Adjusted net earnings per share including discontinued operation	$	0.20		$	0.14		$	0.46		$	0.46

GOLDCORP | 39

Second Quarter Report – 2014

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

ADJUSTED OPERATING CASH FLOWS AND FREE CASH FLOWS

Adjusted operating cash flows comprises Goldcorp’s share of operating cash flows before working capital changes. Free cash flows comprises Goldcorp’s share of net cash provided by operating activities and includes the Company’s share of expenditures on mining interests and deposits on mining interests expenditures. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Company’s performance and ability to operate without reliance on additional external funding or use of available cash.

The following table provides a reconciliation of Goldcorp’s share of adjusted operating cash flows to net cash provided by operating activities per the unaudited condensed interim consolidated financial statements:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Net cash provided by operating activities of continuing operations	$	276		$	74		$	546		$	343
Change in working capital	66			260			23			308
Dividends from associates	(33		)	(23		)	(67		)	(44		)
Adjusted operating cash flows provided by Alumbrera and Pueblo Viejo	68			67			153			148
Goldcorp’s share of adjusted operating cash flows	$	377		$	378		$	655		$	755
Including discontinued operation
Adjusted operating cash flows – Marigold	(1		)	10			2			33
Goldcorp’s share of adjusted operating cash flows including discontinued operation	$	376		$	388		$	657		$	788

The following table provides a reconciliation of Goldcorp’s share of free cash flows to net cash provided by operating activities per the unaudited condensed interim consolidated financial statements:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Net cash provided by operating activities of continuing operations	$	276		$	74		$	546		$	343
Dividends from associates	(33		)	(23		)	(67		)	(44		)
Expenditures on mining interests	(497		)	(497		)	(963		)	(954		)
Deposits on mining interests expenditures	(27		)	(65		)	(55		)	(119		)
Interest paid	(2		)	—			(28		)	(9		)
Consolidated free cash flows	(283		)	(511		)	(567		)	(783		)
Free cash flows provided (used) by Alumbrera and Pueblo Viejo	44			(40		)	162			18
Goldcorp’s share of free cash flows	$	(239	)	$	(551	)	$	(405	)	$	(765	)
Including discontinued operation
Free cash flows – Marigold	(1		)	(14		)	—			(11		)
Goldcorp’s share of free cash flows including discontinued operation	$	(240	)	$	(565	)	$	(405	)	$	(776	)

GOLDCORP | 40

Second Quarter Report – 2014

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

FINANCIAL INSTRUMENTS RISK EXPOSURE

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 exposure to financial risks and how the Company manages each of those risks is described in note 23 to the Company's consolidated financial statements for the year ended December 31, 2013. There were no significant changes to those risks or to the Company's management of exposure to those risks during the three and six months ended June 30, 2014, except as noted below:


(i)	Credit risk

On May 16, 2014, Primero repaid the outstanding balance of $28 million on the $50 million 5-year promissory note receivable prior to its maturity date of August 5, 2015.


(ii)	Liquidity risk

On January 9, 2014, the Company negotiated a commitment for a $1.25 billion non-revolving, unsecured term credit facility to fund the acquisition of Osisko Mining Corporation which was canceled on April 23, 2014. There were no amounts drawn under the facility during the period from January 9, 2014 to April 23, 2014.

In February 2014, the second repayment of $53 million was made (Goldcorp's share – $21 million) on the $1.035 billion project financing for Pueblo Viejo (Goldcorp's share – $414 million). On April 26, 2014, the coupon rates of the $400 million tranche and the $260 million tranche of the $1.035 billion project financing were both increased from LIBOR plus 3.25% to LIBOR plus 4.1% in accordance with the terms of the financing agreement between Barrick, the project operator, Goldcorp and the lending syndicate. At June 30, 2014, the outstanding balance of the credit facility was $937 million (Goldcorp's share – $375 million).

On June 9, 2014, the Company issued two tranches of notes totaling $1.0 billion, consisting of $550 million in 7-year notes with a coupon rate of 3.625% and $450 million in 30-year notes with a coupon rate of 5.45%, which mature on June 9, 2021 and June 9, 2044, respectively. The Company received total proceeds from the issuance of $988 million, net of transaction costs. The $1.0 Billion Notes are unsecured and interest is payable semi-annually in arrears on June 9 and December 9 of each year, beginning on December 9, 2014. The 2021 Notes and 2044 Notes are callable at any time by the Company prior to maturity, subject to make-whole provisions.

On June 13, 2014, the Company extended its 469 million Argentine peso ($100 million) credit facility with a third party in Argentina for a further 182 days to December 12, 2014. At June 30, 2014, the Company had drawn 220 million Argentine pesos ($27 million) under the credit facility (December 31, 2013 – 220 million Argentine peso ($34 million)) which is included in other current liabilities on the Condensed Interim Consolidated Balance Sheets.

During the three months ended June 30, 2014, the Company's Cerro Negro project repaid $31 million of the amount outstanding under the $131 million credit facility with Alumbrera. At June 30, 2014, the outstanding balance under the facility was $100 million (December 31, 2013 – $131 million) which is included in other current liabilities on the Condensed Interim Consolidated Balance Sheets.

At June 30, 2014, the Company had an undrawn $2.0 billion revolving credit facility available until until March 6, 2018, which was extended on July 18, 2014 to July 18, 2019. During the three and six months ended June 30, 2014, the Company drew down $475 million and $1.325 billion, respectively, on the credit facility which was partially repaid during the three months ended March 31, 2014 and fully repaid by June 30, 2014. The Company incurred $1.0 million of interest on the amounts drawn during the three and six months ended June 30, 2014.

At June 30, 2014, the Company had letters of credit outstanding and secured deposits in the amount of $475 million (December 31, 2013 – $430 million).


(i)	Currency risk

During the three and six months ended June 30, 2014, the Company recognized a net foreign exchange loss of $6 million and $25 million, respectively (three and six months ended June 30, 2013 – net loss of $25 million and $23 million, respectively). Based on the Company’s net exposures (other than those relating to taxes) at June 30, 2014, a 10% depreciation or appreciation of applicable foreign currencies against the US dollar would have resulted in an approximate $6 million increase or decrease in the Company’s after-tax net earnings, respectively.

During the three and six months ended June 30, 2014, the Company recognized a net foreign exchange gain of $22 million and a net loss of $83 million, respectively, in income tax expense on income taxes receivable/(payable) and deferred taxes (three and six months ended June 30, 2013 – net loss of $78 million and $58 million, respectively). Based on the Company’s net exposures relating to taxes at June 30, 2014, a 10% depreciation or appreciation of applicable foreign currencies against the US dollar would have resulted in an approximate $225 million decrease or increase in the Company’s after-tax net earnings, respectively.

GOLDCORP | 41

Second Quarter Report – 2014

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

OTHER RISKS AND UNCERTAINTIES

The Company’s process to manage its risks and other uncertainties, including the risks related to the Company’s foreign operations, government, environmental, and other regulations, and operating costs is continuous and dynamic. Changes to these risks that result from changing internal and external factors are evaluated on a quarterly basis and significant changes in risks and corresponding mitigation activities are reported quarterly to the Company’s Board of Directors. Detailed discussion of the Company’s risk management process can be found on pages 67 to 69 of our 2013 Annual Report.

Changes in mining or investment policies or shifts in political attitude in Canada, Mexico, Guatemala, Argentina, the Dominican Republic, Chile, and the United States continues to be a key business risk which may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, environmental requirements, land and water use, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests, fines and penalties. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have a material adverse effect on the Company’s operations or profitability. In addition to internal controls, systems and processes, the Company mitigates these risks by building positive, sustainable relationships with local communities, vendors, and local, regional, and federal governments, maintaining ongoing and transparent communication with stakeholders, a commitment to sustainability, and best practices in corporate governance.

OUTSTANDING SHARE DATA

As of July 30, 2014, there were 813 million common shares of the Company issued and outstanding and 17 million stock options outstanding which are exchangeable into common shares at exercise prices ranging between C$16.87 per share to C$48.72 per share.

BASIS OF PREPARATION

The Company's unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the IASB. Accordingly, certain disclosures included in annual financial statements prepared in accordance with IFRS as issued by the IASB have been condensed or omitted. The Company's unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2013.

The accounting policies applied in the preparation of the Company's unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s consolidated financial statements for the year ended December 31, 2013, with the exception of the application of certain new and revised IFRSs issued by the IASB, which were effective from January 1, 2014. These new and revised IFRSs did not have a significant impact on the Company's unaudited condensed interim consolidated financial statements.

CRITICAL JUDGEMENTS AND ESTIMATES

The Company’s management makes judgements in its process of applying the Company’s accounting policies in the preparation of its unaudited condensed interim consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the impacts of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. The critical judgements and estimates applied in the preparation of the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2014 are consistent with those applied and disclosed in notes 5 and 6 to the Company’s audited consolidated financial statements for the year ended December 31, 2013.

CHANGES IN ACCOUNTING POLICIES

Application of new and revised accounting standards

The Company has applied the following new interpretation and amendments to existing IFRSs in its unaudited condensed interim consolidated financial statements:

GOLDCORP | 42

Second Quarter Report – 2014

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

Levies imposed by governments

IFRIC 21 – Levies (“IFRIC 21”), an interpretation of IAS 37 – Provisions, Contingent Liabilities and Contingent Assets ("IAS 37"), clarifies that the obligating event, as defined by IAS 37, 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. The Company has applied IFRIC 21 on a retrospective basis in compliance with the transitional requirements of IFRIC 21. The application of IFRIC 21 did not result in an adjustment to the Company's unaudited condensed interim consolidated financial statements.

Other Amendments

Certain amendments to IFRSs as issued by the IASB. These amendments did not have a significant impact on the Company's unaudited condensed interim consolidated financial statements.

CHANGES IN ACCOUNTING STANDARDS NOT YET EFFECTIVE

Revenue recognition

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue, IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenue – Barter Transactions involving Advertising Services. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cashflows arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

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 will reduce the complexity in the classification and measurement of financial instruments. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would be January 1, 2018. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

Regulatory deferral accounts

On January 30, 2014 the IASB issued a new interim standard, IFRS 14 – Regulatory Deferral Accounts ("IFRS 14"). IFRS 14 is intended to enhance the comparability of financial reporting by entities engaged in rate-regulated activities and is effective for annual periods beginning on or after January 1, 2016. IFRS 14 is not expected to be applicable to the Company.

Annual improvements

In December 2013, the IASB issued the Annual Improvements 2010-2012 and 2011-2013 cycles to make necessary but non-urgent amendments to existing IFRSs. The amendments are effective for annual periods beginning on or after July 1, 2014; however, these amendments are not expected to have a significant impact on the Company's consolidated financial statements.

OUTLOOK UPDATE

For 2014, the Company expects to produce between 2.95 and 3.1 million ounces of gold following the divestiture of Marigold and estimates that all-in sustaining costs will be between $950 to $1,000 per ounce. Cash costs are expected to decrease from 2013 levels primarily due to increasing grades and by-product production at Peñasquito, lower costs at Pueblo Viejo, the low cost production from Cerro Negro, and Goldcorp’s continued overall focus on cost efficiencies through the O4E program.

Assumptions used to forecast total cash costs for 2014 include: $20.00 per ounce of silver; $3.00 per pound of copper; $0.90 per pound of zinc; $1.00 per pound of lead; an oil price of $100.00 per barrel; and the Canadian dollar and Mexican peso at 1.05 and 12.50, respectively, to the US dollar.

Capital expenditures for 2014 are forecasted at approximately $2.3 to $2.4 billion of which approximately 60% is allocated to projects and 40% to operations. Major project capital expenditures in 2014 include approximately $600 million at Cerro Negro, $570 million at Éléonore, $125 million at Cochenour, and $85 million at Camino Rojo. Exploration expenditures in 2014 are expected to amount to approximately $190 million, of which approximately one third is expected to be expensed. Goldcorp’s primary focus will remain on the replacement of reserves mined and on extending existing gold zones at all of its prospective mines and projects. Corporate administration expense, excluding share-based compensation, is forecast at $185 million for 2014. Depreciation, depletion and amortization expense is expected to be approximately $350 per ounce of gold sold due primarily to the impact of the divestiture of Marigold and impairments taken in the fourth quarter of 2013. The Company expects an annual effective tax rate of 26% with an overall 36% effective tax rate for the third and fourth quarters based on the Company's estimated adjusted net earnings excluding the impacts of foreign exchange on deferred tax assets and liabilities and significant non-recurring items.

GOLDCORP | 43

Second Quarter Report – 2014

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

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

The Company’s management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control over financial reporting includes policies and procedures that:


•	pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;


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


•	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 Company’s consolidated financial statements.

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

GOLDCORP | 44

Second Quarter Report – 2014

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

Limitations of Controls and Procedures

The Company’s management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Goldcorp. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, hedging practices, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of Goldcorp to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Goldcorp will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Goldcorp has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations, including economical and political instability in foreign jurisdictions in which Goldcorp operates; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold, silver, copper, lead and zinc; possible variations in ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Description of the Business – Risk Factors” in Goldcorp’s Annual Information Form for the year ended December 31, 2013 available at www.sedar.com. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Goldcorp does not undertake to update any forward-looking statements that are included in this document, except in accordance with applicable securities laws.

GOLDCORP | 45

Second Quarter Report – 2014

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

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES

Mineral reserves and mineral resources for the Company's material mineral properties contained in this MD&A was reviewed and approved by:


•	Sophie Bergeron, Eng., in the case of the Cerro Negro project;


•	Denis Fleury, Eng., in the case of the Éléonore project; and


•	Chris Osiowy, P. Geo., in the case of the Cochenour project.

Each of the foregoing individuals is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). All mineral reserves and mineral resources have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101, or the AusIMM JORC equivalent. All mineral resources are reported exclusive of mineral reserves and mineral resources which are not mineral reserves do not have demonstrated economic viability. Information on data verification performed on the mineral properties mentioned in this MD&A that are considered to be material mineral properties to the Company are contained in Goldcorp’s Annual Information Form for the year ended December 31, 2013 and the current technical report for those properties, all available at www.sedar.com.

Cautionary Note to United States investors concerning estimates of measured, indicated and inferred resources: United States investors are advised that while the terms “measured”, “indicated” and “inferred” resources are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.

GOLDCORP | 46

EX-99.2 3 consolidatedfinancialstate.htm EXHIBIT99.2 Consolidated Financial Statements 2014Q2

Exhibit 99.2

Second Quarter Report – 2014

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

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



		Three Months Ended June 30						Six Months Ended June 30
	Note	2014			2013			2014			2013
Revenues	8(c)	$	906		$	858		$	1,804		$	1,822
Mine operating costs
Production costs	5	(506		)	(524		)	(1,006		)	(1,000		)
Depreciation and depletion	6(e) & 8	(179		)	(161		)	(349		)	(305		)
		(685		)	(685		)	(1,355		)	(1,305		)
Earnings from mine operations		221			173			449			517
Exploration and evaluation costs	6(b)	(6		)	(12		)	(17		)	(25		)
Share of net earnings of associates	7	60			17			116			54
Impairment of mining interests and goodwill	8(e)	—			(2,558		)	—			(2,558		)
Corporate administration		(59		)	(63		)	(125		)	(123		)
Earnings (loss) from operations and associates	8	216			(2,443		)	423			(2,135		)
Gains (losses) on securities, net	11(b)	5			(9		)	4			(12		)
Gains on derivatives, net	11(a)	11			22			8			71
Gain on disposition of mining interest, net	6(c)	—			—			18			—
Finance costs		(11		)	(18		)	(27		)	(28		)
Other (expenses) income		(5		)	5			(26		)	2
Earnings (loss) from continuing operations before taxes		216			(2,443		)	400			(2,102		)
Income tax (expense) recovery	10	(14		)	504			(104		)	462
Net earnings (loss) from continuing operations		202			(1,939		)	296			(1,640		)
Net (loss) earnings from discontinued operation	4	(19		)	5			(15		)	15
Net earnings (loss)		$	183		$	(1,934	)	$	281		$	(1,625	)
Net earnings (loss) from continuing operations attributable to:
Shareholders of Goldcorp Inc.		$	200		$	(1,939	)	$	294		$	(1,640	)
Non-controlling interest		2			—			2			—
		$	202		$	(1,939	)	$	296		$	(1,640	)
Net earnings (loss) attributable to:
Shareholders of Goldcorp Inc.		$	181		$	(1,934	)	$	279		$	(1,625	)
Non-controlling interest		2			—			2			—
		$	183		$	(1,934	)	$	281		$	(1,625	)
Net earnings (loss) per share from continuing operations
Basic	13	$	0.25		$	(2.39	)	$	0.36		$	(2.02	)
Diluted	13	0.24			(2.39		)	0.35			(2.03		)
Net earnings (loss) per share
Basic	13	$	0.22		$	(2.38	)	$	0.34		$	(2.00	)
Diluted	13	0.22			(2.38		)	0.33			(2.01		)

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

GOLDCORP | 1

Second Quarter Report – 2014

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions of United States dollars – Unaudited)



		Three Months Ended June 30						Six Months Ended June 30
	Note	2014			2013			2014			2013
Net earnings (loss)		$	183		$	(1,934	)	$	281		$	(1,625	)
Other comprehensive income (loss), net of tax
Items that may be reclassified subsequently to net earnings (loss):	11(b)
Mark-to-market gains (losses) on available-for-sale securities		18			(32		)	22			(66		)
Reclassification adjustment for impairment losses included in net earnings (loss)		—			9			1			13
Reclassification adjustment for realized gains on disposition of available-for-sale securities recognized in net earnings (loss)		(5		)	—			(5		)	(1		)
		13			(23		)	18			(54		)
Items that will not be reclassified to net earnings (loss):
Remeasurements on defined benefit pension plans		(2		)	—			(4		)	—
Total other comprehensive income (loss), net of tax		11			(23		)	14			(54		)
Total comprehensive income (loss)		$	194		$	(1,957	)	$	295		$	(1,679	)
Total comprehensive income (loss) attributable to:
Shareholders of Goldcorp Inc.		$	192		$	(1,957	)	$	293		$	(1,679	)
Non-controlling interest		2			—			2			—
		$	194		$	(1,957	)	$	295		$	(1,679	)

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

GOLDCORP | 2

Second Quarter Report – 2014

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of United States dollars – Unaudited)



		Three Months Ended June 30						Six Months Ended June 30
	Note	2014			2013			2014			2013
Operating Activities
Net earnings (loss) from continuing operations		$	202		$	(1,939	)	$	296		$	(1,640	)
Adjustments for:
Dividends from associate	7	33			23			67			44
Reclamation expenditures		(8		)	(5		)	(11		)	(8		)
Items not affecting cash:
Depreciation and depletion	6(e) & 8	179			161			349			305
Share of net earnings of associates	7	(60		)	(17		)	(116		)	(54		)
Impairment of mining interests and goodwill	8(e)	—			2,558			—			2,558
Share-based compensation expense	12(a) & (b)	16			22			40			40
(Gains) losses on securities, net	11(b)	(5		)	9			(4		)	12
Unrealized gains on derivatives, net	11(a)	(10		)	(13		)	(12		)	(62		)
Gain on disposition of mining interest, net	6(c)	—			—			(18		)	—
Revision of estimates and accretion of reclamation and closure cost obligations		22			5			29			10
Deferred income tax recovery	10	(16		)	(488		)	(62		)	(577		)
Other		(11		)	18			11			23
Change in working capital	14	(66		)	(260		)	(23		)	(308		)
Net cash provided by operating activities of continuing operations		276			74			546			343
Net cash (used in) provided by operating activities of discontinued operation		(1		)	6			2			31
Investing Activities
Expenditures on mining interests	8(i)	(497		)	(497		)	(963		)	(954		)
Deposits on mining interest expenditures		(27		)	(65		)	(55		)	(119		)
Proceeds from disposition of mining interest, net	6(c)	—			—			193			—
Interest paid	8(i)	(2		)	—			(28		)	(9		)
Purchases of money market investments and available-for-sale securities		(5		)	(45		)	(49		)	(598		)
Proceeds from maturities and sales of money market investments and available-for-sale securities, net		25			105			25			113
Other		2			(2		)	—			(1		)
Net cash used in investing activities of continuing operations		(504		)	(504		)	(877		)	(1,568		)
Net cash provided by (used in) investing activities of discontinued operation	14	210			(20		)	208			(34		)
Financing Activities
Debt borrowings, net of transaction costs	9 & 11(d)(ii)	1,463			—			2,313			1,481
Debt repayments	11(d)(ii)	(1,075		)	—			(1,325		)	—
Dividends paid to shareholders	13(b)	(122		)	(121		)	(244		)	(243		)
Common shares issued, net of issuance costs		3			—			3			—
Other	11(d)(ii)	(31		)	—			(31		)	131
Net cash provided by (used in) financing activities of continuing operations		238			(121		)	716			1,369
Effect of exchange rate changes on cash and cash equivalents		—			1			—			1
Increase (decrease) in cash and cash equivalents		219			(564		)	595			142
Cash and cash equivalents, beginning of the period		1,001			1,463			625			757
Cash and cash equivalents, end of the period	14	$	1,220		$	899		$	1,220		$	899

Supplemental cash flow information (note 14)

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

GOLDCORP | 3

Second Quarter Report – 2014

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(In millions of United States dollars – Unaudited)



	Note	At June 30 2014		At December 31 2013
Assets
Current assets
Cash and cash equivalents	14	$	1,220	$	625
Money market investments		40		—
Accounts receivable	11(a)	479		469
Inventories and stockpiled ore		791		727
Note receivable	11(d)(i)	—		5
Income taxes receivable		81		182
Assets held for sale	4	—		227
Other		201		139
		2,812		2,374
Mining interests
Owned by subsidiaries	6	23,700		22,928
Investments in associates	6 & 7	2,083		2,210
	6	25,783		25,138
Goodwill		1,454		1,454
Investments in securities		59		77
Note receivable	11(d)(i)	—		23
Deposits on mining interest expenditures		31		71
Deferred income taxes		23		19
Other		456		408
Total assets	8	$	30,618	$	29,564
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	850	$	856
Income taxes payable		69		6
Current portion of long-term debt	9	858		832
Derivative liabilities	11(a)	38		57
Liabilities relating to assets held for sale	4	—		44
Other		194		238
		2,009		2,033
Deferred income taxes		5,515		5,594
Long-term debt	9	2,471		1,482
Provisions		599		517
Income taxes payable		74		55
Other		103		125
Total liabilities	8	10,771		9,806
Equity
Shareholders’ equity
Common shares, stock options and restricted share units		17,229		17,191
Accumulated other comprehensive income		15		1
Retained earnings		2,388		2,353
		19,632		19,545
Non-controlling interest		215		213
Total equity		19,847		19,758
Total liabilities and equity		$	30,618	$	29,564

Commitments and contingencies (notes 11(d)(ii) and 15)

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

GOLDCORP | 4

Second Quarter Report – 2014

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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



	Common Shares						Accumulated Other Comprehensive Income (Loss)
	Shares issued, fully paid with no par value	Amount		Stock options and restricted share units			Investment revaluation reserve		Other			Retained earnings			Attributable to shareholders of Goldcorp Inc.			Non-controlling interest		Total
At January 1, 2014	812,257	$	16,895	$	296		$	3	$	(2	)	$	2,353		$	19,545		$	213	$	19,758
Total comprehensive income
Net earnings	—	—		—			—		—			279			279			2		281
Other comprehensive income (loss)	—	—		—			18		(4		)	—			14			—		14
	—	—		—			18		(4		)	279			293			2		295
Stock options exercised and restricted share units issued and vested (note 12(a))	1,143	43		(40		)	—		—			—			3			—		3
Share-based compensation (note 12(a))	—	—		35			—		—			—			35			—		35
Dividends (note 13(b))	—	—		—			—		—			(244		)	(244		)	—		(244		)
At June 30, 2014	813,400	$	16,938	$	291		$	21	$	(6	)	$	2,388		$	19,632		$	215	$	19,847



	Common Shares						Accumulated Other Comprehensive Loss
	Shares issued, fully paid with no par value	Amount		Stock options and restricted share units			Investment revaluation reserve			Other		Retained earnings			Attributable to shareholders of Goldcorp Inc.			Non- controlling interest		Total
At January 1, 2013	811,519	$	16,865	$	252		$	51		$	—	$	5,548		$	22,716		$	213	$	22,929
Total comprehensive loss
Net loss	—	—		—			—			—		(1,625		)	(1,625		)	—		(1,625		)
Other comprehensive loss	—	—		—			(54		)	—		—			(54		)	—		(54		)
	—	—		—			(54		)	—		(1,625		)	(1,679		)	—		(1,679		)
Stock options exercised and restricted share units issued and vested (note 12(a))	572	27		(27		)	—			—		—			—			—		—
Share-based compensation (note 12(a))	—	—		35			—			—		—			35			—		35
Dividends (note 13(b))	—	—		—			—			—		(243		)	(243		)	—		(243		)
At June 30, 2013	812,091	$	16,892	$	260		$	(3	)	$	—	$	3,680		$	20,829		$	213	$	21,042

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

GOLDCORP | 5

Second Quarter Report – 2014

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

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014


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 June 30, 2014, 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 mines and the Los Filos and El Sauzal gold mines in Mexico; the Marlin gold/silver mine in Guatemala; the Wharf gold mine in the United States; the Alumbrera gold/copper mine (37.5% interest) in Argentina; and the Pueblo Viejo gold/silver/copper mine (40.0% interest) in the Dominican Republic. The Company also owns a 39.4% equity interest in Tahoe Resources Inc. ("Tahoe"), which owns and operates the Escobal silver mine in Guatemala. The Escobal mine achieved commercial production effective January 1, 2014. The Company's 66.7% interest in the Marigold mine in the United States, the sale of which completed on April 4, 2014, has been classified as a discontinued operation for the three and six months ended June 30, 2014 (note 4).

On March 26, 2014, the Company disposed of its 19.5% equity interest in Primero Mining Corp. (“Primero”) which was previously recognized as an investment in associate (notes 6(c) and 7(d)).


2.	BASIS OF PREPARATION

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the IASB have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2013.

The accounting policies applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2013, except for the application of the following new interpretation and amendments to existing IFRSs, which were effective January 1, 2014:

•


•	Certain amendments to IFRSs as issued by the IASB. These amendments did not have a significant impact on the Company's unaudited condensed interim consolidated financial statements.

The Company has not early adopted any other amendment, standard or interpretation that has been issued but is not yet effective.

The Company’s interim results are not necessarily indicative of its results for a full year.

Significant judgements and estimates

The Company’s management makes judgements in its process of applying the Company’s accounting policies in the preparation of its unaudited condensed interim consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the impacts of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.The critical judgements and estimates applied in the preparation of the Company’s unaudited condensed interim consolidated financial statements for the three

GOLDCORP | 6

Second Quarter Report – 2014

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

and six months ended June 30, 2014 are consistent with those applied and disclosed in notes 5 and 6 to the Company’s audited consolidated financial statements for the year ended December 31, 2013.

Basis of consolidation

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. 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. The principal subsidiaries (mine sites and operating segments) of Goldcorp and their geographic locations at June 30, 2014 were as follows:



Direct parent company (mine site and operating segment) (note 8)	Location	Ownership interest	Mining properties and development projects owned (note 6)
Red Lake Gold Mines Ontario Partnership (“Red Lake”)	Canada	100%	Red Lake and Campbell Complexes, and Cochenour project
Goldcorp Canada Ltd./Goldcorp Inc. (“Porcupine”)	Canada	100%	Porcupine mines
Goldcorp Canada Ltd./Goldcorp Inc. (“Musselwhite”)	Canada	100%	Musselwhite mine
Les Mines Opinaca Ltée (“Éléonore”)	Canada	100%	Éléonore project
Minera Peñasquito S.A. de C.V. and Camino Rojo S.A. de C.V. (“Peñasquito”)	Mexico	100%	Peñasquito mines, and Camino Rojo project
Desarrollos Mineros San Luis S.A. de C.V. (“Los Filos”)	Mexico	100%	Los Filos mines
Minas de la Alta Pimeria S.A. de C.V. (“El Sauzal”)	Mexico	100%	El Sauzal mine
Montana Exploradora de Guatemala S.A. (“Marlin”)	Guatemala	100%	Marlin mine
Wharf Resources (USA) Inc. (“Wharf”)	United States	100%	Wharf mine
Oroplata S.A. (“Cerro Negro”)	Argentina	100%	Cerro Negro project
Sociedad Contractual Minera El Morro (“El Morro”)	Chile	70.0%	El Morro project

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

These unaudited condensed interim consolidated financial statements also include the following significant investments in associates that are accounted for using the equity method:



Associates (mine site and operating segment) (notes 7 and 8)	Location	Ownership interest	Mining properties owned (note 6)
Minera Alumbrera Limited (“Alumbrera”)	Argentina	37.5%	Alumbrera mine
Pueblo Viejo Dominicana Corporation (“Pueblo Viejo”)	Dominican Republic	40.0%	Pueblo Viejo mine
Tahoe	Guatemala	39.4%	Escobal mine (note 7(b))

GOLDCORP | 7

Second Quarter Report – 2014

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


3.	CHANGES IN ACCOUNTING STANDARDS NOT YET EFFECTIVE

Revenue recognition

Financial instruments

Regulatory deferral accounts

On January 30, 2014, the IASB issued a new interim standard, IFRS 14 – Regulatory Deferral Accounts ("IFRS 14"). IFRS 14 is intended to enhance the comparability of financial reporting by entities engaged in rate-regulated activities and is effective for annual periods beginning on or after January 1, 2016. IFRS 14 is not expected to be applicable to the Company.

Annual improvements


4.	DISCONTINUED OPERATION

On April 4, 2014, the Company, in conjunction with its joint venture partner, Barrick Gold Corporation ("Barrick"), completed the sale of their respective interests in the Marigold mine ("Marigold") to Silver Standard Resources Inc. for total consideration of $267 million in cash, after closing adjustments (Goldcorp's share – $184 million). The disposal of the Company's 66.7% interest in Marigold reflects the Company's ongoing strategy to focus on a portfolio of core assets. The Company recognized a loss on disposition of $4 million ($21 million after tax), calculated as follows:



Cash proceeds, net of transaction costs	$	182
Net assets sold and derecognized:
Inventories and stockpiled ore	69
Other current assets	6
Mining interest	153
Accounts payable and accrued liabilities	(15		)
Deferred income taxes	(9		)
Provisions	(18		)
	186
Loss on disposition	(4		)
Income tax expense on disposition, net	(17		)
Net loss on disposition	$	(21	)

The results of the Company's 66.7% share of Marigold have been presented as net loss and cash flows from discontinued operation for the three and six months ended June 30, 2014. The comparative net earnings and cash flows for the three and six months ended June 30, 2013 have been re-presented to include those operations classified as discontinued in the current period. The components of net (loss) earnings from discontinued operation for the three and six months ended June 30 are as follows:

GOLDCORP | 8

Second Quarter Report – 2014

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



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Revenues	$	—		$	31		$	28		$	82
Mine operating costs	(2		)	(25		)	(26		)	(58		)
(Loss) earnings from mine operation	(2		)	6			2			24
Corporate administration	—			—			—			—
(Loss) earnings from discontinued operation before taxes	(2		)	6			2			24
Income tax recovery (expense)	4			(1		)	4			(9		)
Earnings from discontinued operation	2			5			6			15
Loss on disposition	(4		)	—			(4		)	—
Income tax expense on disposition, net	(17		)	—			(17		)	—
Net loss on disposition of discontinued operation	(21		)	—			(21		)	—
Net (loss) earnings from discontinued operation attributable to shareholders of Goldcorp Inc.	$	(19	)	$	5		$	(15	)	$	15
Net (loss) earnings per share from discontinued operation
Basic	$	(0.03	)	$	0.01		$	(0.02	)	$	0.02
Diluted	(0.02		)	0.01			(0.02		)	0.02


5.	PRODUCTION COSTS



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Raw materials and consumables	$	234		$	284		$	500		$	555
Salaries and employee benefits ^(a)	108			125			221			246
Contractors	101			102			191			196
Royalties	17			12			33			27
Revision in estimates and liabilities incurred on reclamation and closure cost obligations	16			—			16			—
Change in inventories ^(b)	(16		)	(37		)	(54		)	(90		)
Other	46			38			99			66
	$	506		$	524		$	1,006		$	1,000


(a)	Excludes $23 million and $45 million of salaries and employee benefits included in corporate administration expense for the three and six months ended June 30, 2014, respectively (three and six months ended June 30, 2013 – $18 million and $38 million, respectively).

(b)

The change in inventories for the three and six months ended June 30, 2014 represents an increase of $nil and $25 million in finished goods inventories, respectively; an increase of $5 million and $1 million in stockpiled ore, respectively; and an increase of $11 million and $28 million in work-in-process inventories, respectively (three and six months ended June 30, 2013 – a decrease of $1 million and an increase of $21 million in finished goods inventories, respectively; an increase of $20 million and $30 million in stockpiled ore, respectively; and an increase of $18 million and $39 million in work-in-process inventories, respectively).

GOLDCORP | 9

Second Quarter Report – 2014

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


6.	MINING INTERESTS



	Mining properties
	Depletable			Non-depletable
	Reserves and resources			Reserves and resources			Exploration potential			Plant and equipment ^(f)(g)			Investments in associates (note 7)			Total
Cost
At January 1, 2014	$	7,690		$	7,582		$	8,170		$	5,138		$	2,210		$	30,790
Expenditures on mining interests ^(a)(b)	213			355			1			452			—			1,021
Share of net earnings of associates	—			—			—			—			116			116
Disposition of investment in associate ^(c)	—			—			—			—			(175		)	(175		)
Dividends from associate	—			—			—			—			(67		)	(67		)
Transfers and other movements ^(d)	(42		)	156			(209		)	233			(1		)	137
At June 30, 2014	7,861			8,093			7,962			5,823			2,083			31,822
Accumulated depreciation and depletion and impairment
At January 1, 2014	(2,929		)	(234		)	(1,188		)	(1,301		)	—			(5,652		)
Depreciation and depletion ^(e)	(231		)	—			—			(171		)	—			(402		)
Transfers and other movements ^(d)	—			—			—			15			—			15
At June 30, 2014	(3,160		)	(234		)	(1,188		)	(1,457		)	—			(6,039		)
Carrying amount – June 30, 2014	$	4,701		$	7,859		$	6,774		$	4,366		$	2,083		$	25,783

GOLDCORP | 10

Second Quarter Report – 2014

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



	Mining properties
	Depletable			Non-depletable
	Reserves and resources			Reserves and resources			Exploration potential			Plant and equipment ^(f)(g)			Investments in associates (note 7)			Total
Cost
At January 1, 2013	$	7,395		$	6,528		$	8,506		$	4,278		$	2,663		$	29,370
Expenditures on mining interests ^(a)(b)	530			652			3			880			49			2,114
Expenditures on mining interests classified as held for sale (note 4)	11			—			—			51			—			62
Reclassifications to mining interests classified as held for sale (note 4)	(273		)	(18		)	—			(195		)	—			(486		)
Share of net losses and impairment of associates	—			—			—			—			(395		)	(395		)
Dividends from associate	—			—			—			—			(108		)	(108		)
Transfers and other movements ^(d)	27			420			(339		)	124			1			233
At December 31, 2013	7,690			7,582			8,170			5,138			2,210			30,790
Accumulated depreciation and depletion and impairment
At January 1, 2013	(1,942		)	—			—			(863		)				(2,805		)
Depreciation and depletion ^(e)	(409		)	—			—			(300		)				(709		)
Depreciation and depletion relating to mining interests classified as held for sale (note 4)	(13		)	—			—			(12		)				(25		)
Reclassifications to mining interests classified as held for sale (note 4)	187			8			—			139						334
Impairment charges	(747		)	(242		)	(1,188		)	(318		)				(2,495		)
Transfers and other movements ^(d)	(5		)	—			—			53						48
At 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 | 11

Second Quarter Report – 2014

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

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



	Mining properties
	Depletable		Non-depletable
	Reserves and resources		Reserves and resources		Exploration potential		Plant and equipment ^(f)(g)		At June 30 2014		At December 31 2013
Red Lake ^(h)	$	723	$	1,047	$	723	$	476	$	2,969	$	2,906
Porcupine	386		64		—		139		589		573
Musselwhite	183		4		111		232		530		537
Éléonore ^(a)	—		1,751		—		1,026		2,777		2,358
Peñasquito ^(a)(h)	2,410		927		4,267		968		8,572		8,624
Los Filos	562		36		—		179		777		786
El Sauzal	20		—		—		3		23		31
Marlin	386		68		32		137		623		654
Cerro Blanco	—		47		—		2		49		49
Wharf	31		—		—		15		46		45
Cerro Negro ^(a)	—		2,589		1,520		1,075		5,184		4,825
El Morro ^(a)	—		1,326		112		17		1,455		1,439
Corporate and Other	—		—		9		97		106		101
	$	4,701	$	7,859	$	6,774	$	4,366	$	23,700	$	22,928
Investments in associates (note 7)
Alumbrera									123		172
Pueblo Viejo									1,603		1,528
Other ^(c)									357		510
									2,083		2,210
									$	25,783	$	25,138


(a)	Includes capitalized borrowing costs incurred during the three and six months ended June 30 as follows:



	Three Months Ended June 30				Six Months Ended June 30
	2014		2013		2014		2013
Éléonore	$	12	$	6	$	22	$	10
Camino Rojo ^(h)	2		1		4		3
Cerro Negro	14		11		29		19
El Morro	4		4		8		7
	$	32	$	22	$	63	$	39

The amounts capitalized include borrowing costs on the Company’s $1.0 billion notes (the "$1.0 billion Notes"), $1.5 billion notes (the "$1.5 billion Notes"), $863 million convertible senior notes (the "Convertible Notes"), and certain financing arrangements held by Cerro Negro (note 11(c)(iii)).

The amount of general borrowing costs capitalized were determined by applying the weighted average cost of borrowings during the three and six months ended June 30, 2014 of 4.81% and 4.90%, respectively (three and six months ended June 30, 2013 – 4.87% and 5.74%, respectively), proportionately to the accumulated qualifying expenditures on mining interests. Of the $32 million and $62 million of interest incurred including accretion on the $1.0 billion Notes, $1.5 billion Notes and Convertible Notes during the three and six months ended June 30, 2014, respectively (three and six months ended June 30, 2013 – $30 million and $46 million, respectively), $29 million and $57 million, respectively (three and six months ended June 30, 2013 – $18 million and $34 million, respectively), were

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Second Quarter Report – 2014

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

capitalized with the remainder recognized as finance costs in the Condensed Interim Consolidated Statements of Earnings (Loss). For the three and six months ended June 30, 2014, all of the borrowing costs incurred by the Company on the financing arrangements held by Cerro Negro of $3 million and $6 million, respectively (three and six months ended June 30, 2013 – $4 million and $5 million, respectively), were capitalized.

(b)

During the three and six months ended June 30, 2014, the Company incurred $31 million and $61 million, respectively (three and six months ended June 30, 2013 – $40 million and $76 million, respectively), in exploration and evaluation expenditures, of which $25 million and $44 million, respectively (three and six months ended June 30, 2013 – $28 million and $51 million, respectively), have been capitalized and included in expenditures on mining interests. The remaining $6 million and $17 million, respectively (three and six months ended June 30, 2013 – $12 million and $25 million, respectively), were expensed.


(c)	On March 26, 2014, the Company disposed of its interest in Primero to a syndicate of underwriters for gross proceeds of $201 million (C$224 million) and recognized a gain of $18 million, net of tax and selling costs of $8 million (note 7(d)).

(d)

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 interest expenditures which are capitalized and included in the carrying amounts of the related mining properties during the period. Transfers and movements also include changes to capitalized reclamation and closure costs, capitalized depreciation, and dispositions of mining properties during the period.

(e)

Depreciation and depletion expensed for the three and six months ended June 30, 2014 was $179 million and $349 million, respectively (three and six months ended June 30, 2013 – $161 million and $305 million, respectively), as compared to total depreciation and depletion of $201 million and $402 million, respectively (three and six months ended June 30, 2013 – $179 million and $338 million, respectively), due to the capitalization of depreciation of $15 million and $26 million, respectively (three and six months ended June 30, 2013 – $11 million and $23 million, respectively), relating to development projects and movements in amounts allocated to work-in-progress inventories of $7 million and $27 million, respectively (three and six months ended June 30, 2013 – $7 million and $10 million, respectively).


(f)	At June 30, 2014, assets under construction, and therefore not yet being depreciated, included in the carrying amount of plant and equipment amounted to $2,099 million (December 31, 2013 – $1,488 million).


(g)	At June 30, 2014, finance leases included in the carrying amount of plant and equipment amounted to $70 million (December 31, 2013 – $75 million).


(h)	The Company’s 100% interests in the Cochenour gold project in Canada and the Camino Rojo gold project in Mexico are included in the carrying amounts of the Red Lake and Peñasquito mining properties, respectively.


7.	INVESTMENTS IN ASSOCIATES

At June 30, 2014, the Company had a 37.5% interest in Alumbrera, a 40.0% interest in Pueblo Viejo, and a 39.4% interest in Tahoe. These investments are accounted for using the equity method and included in mining interests (note 6). The Company adjusts each associate’s financial results, where appropriate, to give effect to uniform accounting policies.



	Alumbrera			Pueblo Viejo			Other ^(a)(b)(d)			Total
Carrying amount – at January 1, 2014	$	172		$	1,528		$	510		$	2,210
Dividends from associate	(67		)	—			—			(67		)
Company’s share of net earnings of associates ^(c)	18			76			22			116
Disposition of investment in associate and other ^(d)	—			(1		)	(175		)	(176		)
Carrying amount – at June 30, 2014	$	123		$	1,603		$	357		$	2,083
Carrying amount – at January 1, 2013	$	575		$	1,546		$	542		$	2,663
Expenditures and investments (note 6)	—			49			—			49
Dividends from associate	(108		)	—			—			(108		)
Impairment of investments in associates	(276		)	—			(19		)	(295		)
Company’s share of net losses of associates	(19		)	(66		)	(15		)	(100		)
Other	—			(1		)	2			1
Carrying amount – at December 31, 2013	$	172		$	1,528		$	510		$	2,210

GOLDCORP | 13

Second Quarter Report – 2014

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

Summarized financial information for the Company's investments in Alumbrera and Pueblo Viejo, 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:



Three months ended June 30, 2014	Alumbrera			Pueblo Viejo
Revenues	$	178		$	357
Production costs	(129		)	(134		)
Depreciation and depletion	(19		)	(68		)
Earnings from mine operations ^(e)	30			155
Net earnings of associates ^(e)	17			111
The Company's equity share of net earnings of associates	$	6		$	45
Three months ended June 30, 2013
Revenues	$	218		$	261
Production costs	(166		)	(99		)
Depreciation and depletion	(44		)	(27		)
Earnings from mine operations ^(e)	8			135
Net (losses) earnings of associates ^(e)	(19		)	55
The Company’s equity share of net (losses) earnings of associates	$	(7	)	$	22



Six months ended June 30, 2014	Alumbrera			Pueblo Viejo
Revenues	$	568		$	747
Production costs	(391		)	(295		)
Depreciation and depletion	(38		)	(134		)
Earnings from mine operations ^(e)	139			318
Net earnings of associates ^(e)	49			189
The Company's equity share of net earnings of associates	$	18		$	76
Six months ended June 30, 2013
Revenues	$	465		$	539
Production costs	(316		)	(190		)
Depreciation and depletion	(84		)	(53		)
Earnings from mine operations ^(e)	65			296
Net earnings of associates ^(e)	5			137
The Company’s equity share of net earnings of associates	$	2		$	55

GOLDCORP | 14

Second Quarter Report – 2014

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



At June 30, 2014	Alumbrera			Pueblo Viejo
Current assets	$	490		$	748
Non-current assets	295			6,767
	785			7,515
Current liabilities	182			683
Non-current liabilities	274			2,825
	456			3,508
Net assets	329			4,007
The Company's equity share of net assets of associates	$	123		$	1,603
At December 31, 2013
Current assets	$	688		$	556
Non-current assets	1,318			6,975
	2,006			7,531
Current liabilities	262			664
Non-current liabilities	550			3,047
	812			3,711
Net assets	1,194			3,820
The Company’s share of net assets of associates	448			1,528
Impairment of investment in associate	(276		)	—
The Company’s equity share of net assets of associates	$	172		$	1,528

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



Three months ended June 30, 2014	Alumbrera			Pueblo Viejo
Net cash provided by operating activities	$	30		$	40
Net cash provided by (used in) investing activities	16			(16		)
Net cash used in financing activities	(49		)	—
Three months ended June 30, 2013
Net cash (used in) provided by operating activities	$	(25	)	$	32
Net cash used in investing activities	(21		)	(45		)
Net cash (used in) provided by financing activities	(23		)	17



Six months ended June 30, 2014	Alumbrera			Pueblo Viejo
Net cash provided by operating activities	$	85		$	124
Net cash provided by (used in) investing activities	7			(28		)
Net cash used in financing activities	(85		)	(21		)
Six months ended June 30, 2013
Net cash provided by operating activities	$	40		$	69
Net cash used in investing activities	(140		)	(79		)
Net cash (used in) provided by financing activities	(44		)	29


(a)	The quoted market value of the Company’s investment in Tahoe at June 30, 2014 was $1.5 billion, based on the closing share price of Tahoe.


(b)	On January 14, 2014, Tahoe announced that the Escobal mine in Guatemala achieved commercial production effective January 1, 2014.


(c)	During the three months ended June 30, 2014, Pueblo Viejo recorded a reversal of $16 million after tax (Goldcorp's share – $6 million) of impairment expense previously recognized and included in the Company's share of net losses of associates during the year ended December 31, 2012 in respect of certain power assets.

GOLDCORP | 15

Second Quarter Report – 2014

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

(d)

On March 26, 2014, the Company disposed of its interest in Primero to a syndicate of underwriters for gross proceeds of $201 million (C$224 million) and recognized a gain of $18 million, net of tax and selling costs of $8 million (note 6(c)). The Company's share of Primero's net earnings for the period January 1, 2014 to the date of disposition, were included in the Company's consolidated results for the six months ended June 30, 2014.


(e)	The net expense for the three and six months ended June 30, 2014 and 2013, which reconciles earnings from mine operations to net earnings (losses) of Alumbrera and Pueblo Viejo, is comprised primarily of finance costs and income taxes.


8.	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)						Depreciation and depletion						Earnings (loss) from operations and associates ^(d)(f)						Expenditures on mining interests ⁽ⁱ⁾
	Three Months Ended June 30
	2014			2013			2014			2013			2014			2013			2014			2013
Red Lake ^(a)	$	117		$	164		$	26		$	25		$	31		$	74		$	56		$	57
Porcupine	91			98			12			15			21			26			18			27
Musselwhite	87			89			15			13			30			23			12			23
Éléonore	—			—			—			—			—			—			208			147
Peñasquito ^(a)(e)	424			232			69			42			131			(2,455		)	56			61
Los Filos	58			118			12			17			10			47			11			44
El Sauzal	19			30			4			9			(1		)	—			—			—
Marlin	88			105			36			35			(7		)	17			22			17
Cerro Blanco ^(e)	—			—			—			—			—			(131		)	—			3
Wharf	22			22			1			1			9			8			1			5
Alumbrera ^(g)(h)	67			81			7			16			10			3			10			20
Cerro Negro	—			—			—			—			—			—			161			112
El Morro	—			—			—			—			—			—			9			12
Pueblo Viejo ^(g)(h)	143			105			28			11			71			52			16			42
Other ^(b)	—			—			4			4			(59		)	(67		)	8			6
Attributable segment total for continuing operations ^(g)(h)	1,116			1,044			214			188			246			(2,403		)	588			576
Alumbrera ^(g)(h)	(67		)	(81		)	(7		)	(16		)	(4		)	(10		)	(10		)	(20		)
Pueblo Viejo ^(g)(h)	(143		)	(105		)	(28		)	(11		)	(26		)	(30		)	(16		)	(27		)
Consolidated segment total for continuing operations	906			858			179			161			216			(2,443		)	562			529
Consolidated segment total for discontinued operation (notes 4 & 14)	—			31			—			4			(2		)	6			—			20
Consolidated segment total	$	906		$	889		$	179		$	165		$	214		$	(2,437	)	$	562		$	549

GOLDCORP | 16

Second Quarter Report – 2014

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



	Revenues ^(c)(d)						Depreciation and depletion						Earnings (loss) from operations and associates ^(d)(f)						Expenditures on mining interests ⁽ⁱ⁾
	Six Months Ended June 30
	2014			2013			2014			2013			2014			2013			2014			2013
Red Lake ^(a)	$	248		$	385		$	53		$	52		$	71		$	200		$	110		$	122
Porcupine	176			202			25			28			48			63			37			49
Musselwhite	175			179			29			24			59			53			21			42
Éléonore	—			—			—			—			—			—			377			259
Peñasquito ^(a)(e)	786			485			125			80			211			(2,431		)	75			109
Los Filos	164			246			28			32			47			112			27			86
El Sauzal	36			56			8			15			(2		)	4			—			1
Marlin	177			229			71			66			(2		)	58			38			35
Cerro Blanco ^(e)	—			—			—			—			—			(131		)	—			6
Wharf	42			40			2			2			15			16			2			6
Alumbrera ^(g)(h)	213			174			14			31			51			24			19			41
Cerro Negro	—			—			—			—			—			—			304			244
El Morro	—			—			—			—			—			—			17			28
Pueblo Viejo ^(g)(h)	299			216			53			21			137			116			28			79
Other ^(b)	—			—			8			6			(118		)	(136		)	13			13
Attributable segment total for continuing operations ^(g)(h)	2,316			2,212			416			357			517			(2,052		)	1,068			1,120
Alumbrera ^(g)(h)	(213		)	(174		)	(14		)	(31		)	(33		)	(22		)	(19		)	(41		)
Pueblo Viejo ^(g)(h)	(299		)	(216		)	(53		)	(21		)	(61		)	(61		)	(28		)	(50		)
Consolidated segment total for continuing operations	1,804			1,822			349			305			423			(2,135		)	1,021			1,029
Consolidated segment total for discontinued operation (notes 4 & 14)	28			82			—			10			2			24			1			42
Consolidated segment total	$	1,832		$	1,904		$	349		$	315		$	425		$	(2,111	)	$	1,022		$	1,071

GOLDCORP | 17

Second Quarter Report – 2014

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



	Total Assets
	At June 30 2014		At December 31 2013
Red Lake ^(a)	$	3,671	$	3,736
Porcupine	733		679
Musselwhite	689		635
Éléonore	2,927		2,491
Peñasquito ^(a)	9,390		9,414
Los Filos	1,544		1,456
El Sauzal	48		60
Marlin	717		850
Cerro Blanco	49		50
Wharf	93		77
Alumbrera	123		172
Cerro Negro	6,527		6,119
El Morro	1,495		1,484
Pueblo Viejo	1,603		1,528
Marigold (note 4)	—		227
Other ^(b)	1,009		586
Total	$	30,618	$	29,564



	Total Liabilities
	At June 30 2014		At December 31 2013
Red Lake ^(a)	$	96	$	97
Porcupine	259		241
Musselwhite	80		77
Éléonore	526		541
Peñasquito ^(a)	3,020		3,031
Los Filos	245		258
El Sauzal	75		78
Marlin	179		183
Cerro Blanco	9		9
Wharf	44		38
Alumbrera	—		—
Cerro Negro	1,631		1,618
El Morro	459		467
Pueblo Viejo	—		—
Marigold (note 4)	—		44
Other ^(b)	4,148		3,124
Total	$	10,771	$	9,806


(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 and the Company’s share of net earnings/(losses) of Tahoe and Primero from January 1, 2014 to March 26, 2014, the date of disposition, certain exploration properties in Mexico and corporate assets which have not been allocated to the above segments. Total corporate assets and liabilities at June 30, 2014 were $643 million and $4,148 million, respectively

GOLDCORP | 18

Second Quarter Report – 2014

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

(December 31, 2013 – $68 million and $3,124 million, respectively). At June 30, 2014, the Company's Mexican exploration properties had a carrying amount of $9 million (December 31, 2013 – $8 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 from continuing operations (excluding attributable share of revenues from associates) for the three and six months ended June 30 are as follows:



	Three Months Ended June 30				Six Months Ended June 30
	2014		2013		2014		2013
Gold	$	669	$	685	$	1,325	$	1,457
Silver	151		111		300		249
Zinc	58		37		120		73
Lead	23		23		52		38
Copper	5		2		7		5
	$	906	$	858	$	1,804	$	1,822

The Company's 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:



Three Months Ended June 30		Peñasquito		Marlin		Alumbrera		Pueblo Viejo
Gold	2014	$	221	$	57	$	21	$	136
	2013	$	99	$	67	$	29	$	102
Silver	2014	117		31		2		7
	2013	71		38		3		3
Lead	2014	23		—		—		—
	2013	23		—		—		—
Zinc	2014	58		—		—		—
	2013	37		—		—		—
Copper	2014	5		—		41		—
	2013	2		—		46		—
Molybdenum	2014	—		—		3		—
	2013	—		—		3		—
Total	2014	$	424	$	88	$	67	$	143
	2013	$	232	$	105	$	81	$	105

GOLDCORP | 19

Second Quarter Report – 2014

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



Six Months Ended June 30		Peñasquito		Marlin		Alumbrera		Pueblo Viejo
Gold	2014	$	380	$	111	$	74	$	284
	2013	$	207	$	147	$	66	$	207
Silver	2014	227		66		4		15
	2013	162		82		6		9
Lead	2014	52		—		—		—
	2013	38		—		—		—
Zinc	2014	120		—		—		—
	2013	73		—		—		—
Copper	2014	7		—		130		—
	2013	5		—		98		—
Molybdenum	2014	—		—		5		—
	2013	—		—		4		—
Total	2014	$	786	$	177	$	213	$	299
	2013	$	485	$	229	$	174	$	216


(d)	Intersegment sales and transfers are eliminated in the above information reported to the Company’s chief operating decision maker.

(e)

The Company recognized total impairment charges of $2,558 million, before tax, for the three and six months ended June 30, 2013, of which $283 million 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. The $2,275 million impairment charges to mining interests were applied as follows:



	Mining properties
	Depletable		Non-depletable
	Reserves and resources		Reserves and resources		Exploration potential		Plant and equipment		Total
Peñasquito	$	647	$	108	$	1,129	$	260	$	2,144
Cerro Blanco	—		126		—		5		131
Total	$	647	$	234	$	1,129	$	265	$	2,275

(f)

The $nil and $23 million of net expenses for the three and six months ended June 30, 2014, respectively (three and six months ended June 30, 2013 – $nil and net earnings of $33 million), which reconciles the Company’s earnings of $216 million and $423 million from operations and associates, respectively (three and six months ended June 30, 2013 – loss of $2,443 million and $2,135 million), to the Company’s earnings of $216 million and $400 million from continuing operations before taxes, respectively (three and six months ended June 30, 2013 – loss of $2,443 million and $2,102 million, respectively), mainly arose from corporate activities that would be primarily allocated to the Other reportable operating segment, except for the net foreign exchange loss of $6 million and $25 million, respectively (three and six months ended June 30, 2013 – net loss of $25 million and $23 million, respectively), which is included in other expenses, that would be primarily allocated to the Cerro Negro, Éléonore and Other segments.


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


(h)	The Company includes certain Alumbrera and Pueblo Viejo operating results and expenditures on mining interests 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.

(i)

Segmented expenditures on mining interests include capitalized borrowing costs, are net of investment tax credits, 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 Condensed Interim Consolidated Statements of Cash Flows are presented on a cash basis. For the three and six months ended June 30, 2014, the change in accrued expenditures and investment tax credits was an increase of $63 million and $30 million, respectively (three and six months ended June 30, 2013 – an increase of $32 million and $66 million, respectively).

GOLDCORP | 20

Second Quarter Report – 2014

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


9.	DEBT FINANCING



	At June 30 2014			At December 31 2013
$1.0 billion notes ^(a)
$550 million 7-year notes	$	545		$	—
$450 million 30-year notes	443			—
	988			—
$1.5 billion notes
$500 million 5-year notes	495			495
$1.0 billion 10-year notes	988			987
	1,483			1,482
$863 million convertible senior notes	858			832
	3,329			2,314
Less: current portion of long-term debt	(858		)	(832		)
	$	2,471		$	1,482

(a)

On June 9, 2014, the Company issued the $1.0 billion Notes, consisting of $550 million in 7-year notes with a coupon rate of 3.625% (the "2021 Notes") and $450 million in 30-year notes with a coupon rate of 5.45% (the "2044 Notes"), which mature on June 9, 2021 and June 9, 2044, respectively. The Company received total proceeds of $988 million from the issuance, net of transaction costs. The $1.0 billion Notes are unsecured and interest is payable semi-annually in arrears on June 9 and December 9 of each year, beginning on December 9, 2014. The 2021 Notes and 2044 Notes are callable at anytime by the Company prior to maturity, subject to make-whole provisions. The carrying amounts of the 2021 Notes and the 2044 Notes will be accreted to the face value over their respective terms using annual effective interest rates of 3.75% and 5.49%, respectively.

GOLDCORP | 21

Second Quarter Report – 2014

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


10.	INCOME TAXES



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Current income tax expense (recovery)	$	30		$	(16	)	$	166		$	115
Deferred income tax recovery	(16		)	(488		)	(62		)	(577		)
Income tax expense (recovery)	$	14		$	(504	)	$	104		$	(462	)

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



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Earnings (loss) from continuing operations before taxes	$	216		$	(2,443	)	$	400		$	(2,102	)
Canadian federal and provincial income tax rates	25%			25%			25%			25%
Income tax expense (recovery) based on Canadian federal and provincial income tax rates	54			(611		)	100			(526		)
(Decrease) increase attributable to:
Impact of foreign exchange on deferred income tax assets and liabilities	(24		)	74			82			57
Other impacts of foreign exchange	(2		)	1			(55		)	(5		)
Mexican mining royalty tax	6			—			11			—
Non-deductible expenditures	10			6			17			10
Effects of different foreign statutory tax rates on earnings of subsidiaries	(14		)	(4		)	(19		)	(8		)
Non-taxable mark-to-market gains on the Convertible Notes	—			(3		)	—			(11		)
Non-taxable portion of net earnings from associates	(16		)	(5		)	(30		)	(14		)
Impact of Mexican inflation on tax values	4			2			(3		)	(7		)
Impact of impairment on mining interests	—			(32		)	—			(32		)
Non-deductible impairment charges to goodwill	—			71			—			71
Other	(4		)	(3		)	1			3
	$	14		$	(504	)	$	104		$	(462	)

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.

GOLDCORP | 22

Second Quarter Report – 2014

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


11.	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 June 30 2014			At December 31 2013
Current derivative assets ⁽¹⁾
Foreign currency, heating oil, copper, lead, and zinc contracts	$	44		$	41
Non-current derivative assets ⁽¹⁾
Foreign currency contracts	$	—		$	1
Current derivative liabilities
Foreign currency, heating oil, copper, lead, and zinc contracts	$	(35	)	$	(43	)
Non-financial contract to sell silver to Silver Wheaton ⁽ⁱ⁾	(2		)	(13		)
Conversion feature of the Convertible Notes	(1		)	(1		)
	$	(38	)	$	(57	)


⁽¹⁾	Included in other current and non-current assets on the Condensed Interim 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 June 30 2014		At December 31 2013
Arising from sales of metal concentrates – classified as at FVTPL	$	291	$	254
Not arising from sales of metal concentrates – classified as loans and receivables	188		215
Accounts receivable	$	479	$	469

The net gains on derivatives for the three and six months ended June 30 were comprised of the following:



	Three Months Ended June 30					Six Months Ended June 30
	2014		2013			2014			2013
Realized gains (losses)
Foreign currency, heating oil, copper, lead, and zinc contracts	$	1	$	11		$	(2	)	$	16
Non-financial contract to sell silver to Silver Wheaton ⁽ⁱ⁾	—		(2		)	(2		)	(7		)
	1		9			(4		)	9
Unrealized gains (losses)
Foreign currency, heating oil, copper, lead, and zinc contracts	8		(19		)	10			(10		)
Non-financial contract to sell silver to Silver Wheaton ⁽ⁱ⁾	1		19			2			26
Conversion feature of the Convertible Notes	1		13			—			46
	10		13			12			62
	$	11	$	22		$	8		$	71


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

At June 30, 2014, 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 $2 million (December 31, 2013 – $13 million). The fair value was estimated as the difference between the silver forward market price of $21.03 per ounce (December 31, 2013 – ranging from $19.38 to $19.44 per ounce) for the remainder of the four contract years ending August 5, 2014, and the fixed price of $4.04 per ounce, receivable from Silver Wheaton, subject to an annual adjustment for inflation, multiplied by the

GOLDCORP | 23

Second Quarter Report – 2014

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

remaining ounces to be delivered. The remaining ounces to be delivered by the Company as at June 30, 2014 was 0.1 million ounces (December 31, 2013 – 0.9 million ounces).


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

The Company’s investments in marketable securities (included in other current assets) and investments in securities are designated as available-for-sale. The unrealized gains (losses) on available-for-sale investments recognized in other comprehensive income (loss) (“OCI”) for the three and six months ended June 30 were as follows:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Mark-to-market gains (losses) on available-for-sale securities	$	20		$	(37	)	$	25		$	(75	)
Deferred income tax (expense) recovery in OCI	(2		)	5			(3		)	9
Unrealized gains (losses) on securities, net of tax	18			(32		)	22			(66		)
Reclassification adjustment for impairment losses included in net earnings (loss), net of tax of $nil for the three and six months ended June 30, 2014 (three and six months ended June 30, 2013 – $nil and $1 million, respectively)	—			9			1			13
Reclassification adjustment for realized gains on disposition of available-for-sale securities recognized in net earnings (loss), net of tax of $nil for the three and six months ended June 30, 2014 (three and six months ended June 30, 2013 – $nil and $1 million, respectively)	(5		)	—			(5		)	(1		)
	$	13		$	(23	)	$	18		$	(54	)


(c)	Fair value information


(i)	Fair value measurements of financial assets and liabilities recognized on the Condensed Interim 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.

The levels in the fair value hierarchy into which the Company’s financial assets and liabilities that are measured and recognized on the Condensed Interim Consolidated Balance Sheets at fair value on a recurring basis are categorized are as follows:



	At June 30, 2014					At December 31, 2013
	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents (note 14)	$	1,220	$	—		$	625	$	—
Marketable securities ⁽¹⁾	21		10			5		—
Accounts receivable arising from sales of metal concentrates (note 11(a))	—		291			—		254
Investments in securities	59		—			77		—
Current derivative assets (note 11(a))	—		44			—		41
Non-current derivative assets (note 11(a))	—		—			—		1
Current derivative liabilities (note 11(a))	—		(38		)	—		(57		)


⁽¹⁾	Included in other current assets on the Condensed Interim Consolidated Balance Sheets.

GOLDCORP | 24

Second Quarter Report – 2014

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

At June 30, 2014 and 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 three and six months ended June 30, 2014.

At June 30, 2014 and December 31, 2013, there were no financial assets or liabilities measured and recognized on the Condensed Interim Consolidated Balance Sheets at fair value that would be categorized as Level 3 in the fair value hierarchy. During the year ended December 31, 2013, certain mining interests and goodwill related to certain CGUs were assessed as impaired and written down to their recoverable amounts, being their fair value less costs to sell ("FVLCTS"), including Marigold which was classified as an asset held for sale and measured at the lower of its carrying amount and FVLCTS, being 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.


(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 11(a)).

Current derivative assets and liabilities:

At June 30, 2014, the Company’s current derivative assets and liabilities are comprised of commodity and currency forward and option contracts, the Company’s non-financial contract to sell silver to Silver Wheaton and the conversion feature of the Convertible Notes (note 11(a)).


•	Commodity and currency forward and option contracts:

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 for the remainder of the contractual term less the fixed price of $4.04 per ounce, subject to an annual adjustment for inflation, and multiplied by the remaining ounces to be delivered (note 11(a)(i)).


•	Conversion feature of the Convertible Notes:

The fair value of the conversion feature is calculated externally using an option pricing model that incorporates the closing price of the Convertible Notes at the balance sheet date, which are traded in an active market.


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

At June 30, 2014, 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 included in other current liabilities are considered to be reasonable approximations of their fair values due to the short-term nature of these instruments.

$1.0 billion Notes:

The initial recognition amount of the $1.0 billion Notes has been accreted from June 9, 2014 to June 30, 2014 based on annual effective interest rates of 3.75% and 5.49% for the 2021 Notes and the 2044 Notes, respectively (note 9(a)). At June 30, 2014, the carrying amount of the $1.0 billion Notes was $991 million, which includes $988 million of accreted principal and $3 million of accrued interest payable included in accounts payable and accrued liabilities. As the $1.0 billion Notes were issued on June 9, 2014, the carrying amount of the $1.0 billion Notes represents the approximate fair value at June 30, 2014.

GOLDCORP | 25

Second Quarter Report – 2014

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

$1.5 billion Notes:

The initial recognition amount of the $1.5 billion Notes has been accreted from March 20, 2013 to June 30, 2014 based on annual effective interest rates of 2.37% and 3.84% for the $500 million 5-year notes tranche and $1.0 billion 10-year notes tranche, respectively. At June 30, 2014, the fair value of the $1.5 billion Notes calculated using the closing price of the notes (Level 1 input) was $1.522 billion compared to a carrying amount of $1.497 billion, which includes $1.483 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 June 30, 2014 based on an annual effective interest rate of 8.57%. At June 30, 2014, 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 $870 million compared to a carrying amount of $865 million, which includes $858 million of accreted principal and $7 million of accrued interest payable included in accounts payable and accrued liabilities.

3-year Argentine peso loans:

At June 30, 2014, management estimates the market interest rate on similar borrowings by the Company in Argentina to be approximately 33.3% per annum. Based on the estimated market interest rate on similar borrowings by the Company in Argentina (Level 2 input), the fair value of the 3-year Argentine pesos loans, included in other current and non-current liabilities at June 30, 2014 was $19 million compared to a carrying amount of $23 million, which includes a nominal amount of interest payable included in accounts payable and accrued 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 exposure to financial risks and how the Company manages each of those risks are described in note 23(d) to the Company's consolidated financial statements for the year ended December 31, 2013. There were no significant changes to those risks or to the Company's management of exposure to those risks during the three and six months ended June 30, 2014, except as noted below:


(i)	Credit risk

On May 16, 2014, Primero repaid the outstanding balance of $28 million on the $50 million 5-year promissory note receivable prior to its maturity date of August 5, 2015.


(ii)	Liquidity risk

On January 9, 2014, the Company negotiated a commitment to a $1.25 billion non-revolving, unsecured term credit facility to fund the acquisition of Osisko Mining Corporation which was canceled on April 23, 2014. There were no amounts drawn under the facility during the period from January 9, 2014 to April 23, 2014.

On June 9, 2014, the Company issued two tranches of notes totaling $1.0 billion, consisting of $550 million in 7-year notes with a coupon rate of 3.625% and $450 million in 30-year notes with a coupon rate of 5.45%, which mature on June 9, 2021 and June 9, 2044, respectively (note 9(a)). The Company received total proceeds from the issuance of $988 million, net of transaction costs. The $1.0 Billion Notes are unsecured and interest is payable semi-annually in arrears on June 9 and December 9 of each year, beginning on December 9, 2014. The 2021 Notes and 2044 Notes are callable at anytime by the Company prior to maturity, subject to make-whole provisions.

GOLDCORP | 26

Second Quarter Report – 2014

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

At June 30, 2014, the Company had an undrawn $2.0 billion revolving credit facility available until March 6, 2018, which was extended on July 18, 2014 to July 18, 2019. During the three and six months ended June 30, 2014, the Company drew down $475 million and $1.325 billion, respectively, on the credit facility which was partially repaid during the three months ended March 31, 2014 and fully repaid by June 30, 2014. The Company incurred $1.0 million of interest on the amounts drawn during the three and six months ended June 30, 2014.

At June 30, 2014, the Company had letters of credit outstanding and secured deposits in the amount of $475 million (December 31, 2013 – $430 million).


(iii)	Currency risk


12.	SHARE-BASED COMPENSATION AND OTHER RELATED INFORMATION


(a)	Stock options and restricted share units ("RSUs")

For the three and six months ended June 30, 2014, total share-based compensation relating to stock options and RSUs was $15 million and $35 million, respectively (three and six months ended June 30, 2013 – $21 million and $35 million, respectively), of which $14 million and $32 million, respectively (three and six months ended June 30, 2013 – $21 million and $35 million, respectively), is included in corporate administration in the Condensed Interim Consolidated Statements of Earnings (Loss) and $1 million and $3 million, respectively (three and six months ended June 30, 2013 – $nil and $nil, respectively), was capitalized to development projects with a corresponding credit to shareholders’ equity.

GOLDCORP | 27

Second Quarter Report – 2014

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

Stock options

The following table summarizes the changes in stock options during the six months ended June 30, 2014 and 2013:



	Options Outstanding (000’s)		Weighted Average Exercise Price (C$/option)
At January 1, 2014	17,137		$	40.49
Granted	3,575		30.39
Exercised	(128	)	22.38
Forfeited/expired	(3,152	)	38.01
At June 30, 2014 – outstanding	17,432		$	39.00
At June 30, 2014 – exercisable	11,500		$	42.43
At January 1, 2013	16,345		$	42.01
Granted	3,281		32.64
Exercised	(9	)	20.56
Forfeited/expired	(1,717	)	40.38
At June 30, 2013 – outstanding	17,900		$	40.46
At June 30, 2013 – exercisable	12,122		$	40.94

The Company granted 21,429 and 3.6 million stock options during the three and six months ended June 30, 2014, respectively (three and six months ended June 30, 2013 – 0.6 million and 3.3 million, respectively). The fair value of stock options granted during the three months ended March 31, 2014, which vest over 3 years and are exercisable at C$30.41 (three months ended March 31, 2013 – C$33.48) per option, was $6.17 (three months ended March 31, 2013 – $7.50) per option. The fair value of stock options granted during the three months ended June 30, 2014, which vest over 3 years and are exercisable at C$27.20 (three months ended June 30, 2013 – C$27.53 to C$29.63) per option, was $5.60 (three months ended June 30, 2013 – weighted average of $5.76) per option calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:



	2014			2013
Expected life	3.1 years			3.1 years
Expected volatility	37.7		%	33.7		%
Expected dividend yield	2.4		%	2.1		%
Estimated forfeiture rate	9.3		%	9.3		%
Risk-free interest rate	1.2		%	1.1		%
Weighted average share price	$	24.93		$	28.20

Restricted share units (“RSUs”)

The Company issued 60,585 RSUs during the three months ended June 30, 2014 (three months ended June 30, 2013 – 121,187), of which 53,379 (three months ended June 30, 2013 – 31,500) vested immediately, with the remainder vesting over 3 years. The fair value of RSUs issued during the three months ended June 30, 2014 was $24.93 (three months ended June 30, 2013 – weighted average of $28.59) per RSU. The Company issued 2.0 million RSUs during the three months ended March 31, 2014 (three months ended March 31, 2013 – 1.6 million), which vest over 3 years, with a fair value of $27.12 (three months ended March 31, 2013 – $33.07) per RSU.

At June 30, 2014, there were 3.2 million RSUs outstanding (December 31, 2013 – 2.4 million).


(b)	Other share-based compensation plans

The Company has other share-based compensation plans in place which include a Performance Share Unit ("PSU") Plan, Phantom Restricted Unit ("PRU") Plan and Employee Share Purchase Plan. Total share-based compensation expense relating to the PSU and PRU Plans for the three and six months ended June 30, 2014 was $3 million and $10 million, respectively (three and six months ended June 30, 2013 – $1 million and $5 million, respectively), of which $2 million and $8 million, respectively (three and six months ended

GOLDCORP | 28

Second Quarter Report – 2014

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

June 30, 2013 – $1 million and $5 million, respectively), is included in corporate administration in the Condensed Interim Consolidated Statements of Earnings (Loss) and $1 million and $2 million, respectively (three and six months ended June 30, 2013 – $nil and $nil, respectively), was capitalized to development projects.

The Company also recorded compensation expense of $1 million and $2 million, respectively (three and six months ended June 30, 2013 – $1 million and $2 million, respectively), relating to its Employee Share Purchase Plan which is included in corporate administration in the Condensed Interim Consolidated Statements of Earnings (Loss).


13.	PER SHARE INFORMATION


(a)	Net earnings (loss) per share

Net earnings (loss) per share from continuing operations for the three and six months ended June 30 was calculated based on the following:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014		2013
Basic net earnings (loss) from continuing operations	$	200		$	(1,939	)	$	294	$	(1,640	)
Effect of dilutive securities:
Conversion feature of the Convertible Notes – change in fair value recognized in net earnings (loss) (note 11(a))	(1		)	—			—		(46		)
Diluted net earnings (loss) from continuing operations	$	199		$	(1,939	)	$	294	$	(1,686	)

Net earnings (loss) per share for the three and six months ended June 30 was calculated based on the following:



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014		2013
Basic net earnings (loss)	$	181		$	(1,934	)	$	279	$	(1,625	)
Effect of dilutive securities:
Conversion feature of the Convertible Notes – change in fair value recognized in net earnings (loss) (note 11(a))	(1		)	—			—		(46		)
Diluted net earnings (loss)	$	180		$	(1,934	)	$	279	$	(1,671	)

Net earnings (loss) per share from continuing operations and net earnings (loss) per share for the three and six months ended June 30 were calculated based on the following:



	Three Months Ended June 30		Six Months Ended June 30
(in thousands)	2014	2013	2014	2013
Basic weighted average number of shares outstanding	812,954	812,043	812,918	811,857
Effect of dilutive securities:
Stock options	168	—	184	—
RSUs	3,170	—	3,170	—
Convertible Notes	18,613	—	18,537	18,235
Diluted weighted average number of shares outstanding	834,905	812,043	834,809	830,092

The weighted average number of stock options outstanding during the three and six months ended June 30, 2014 was 17.4 million and 16.3 million, respectively (three and six months ended June 30, 2013 – 17.6 million and 16.6 million, respectively), of which 1.0 million and 1.3 million, respectively, was dilutive and included in the above table. The effect of the remaining 16.4 million and 15.0 million stock options for the three and six months ended June 30, 2014, respectively, was anti-dilutive because the underlying exercise

GOLDCORP | 29

Second Quarter Report – 2014

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

prices exceeded the average market price of the underlying common shares of C$27.06 and C$27.55, respectively. If the Company did not incur a net loss for the three and six months ended June 30, 2013, 1.4 million and 2.0 million of the weighted average number of stock options outstanding during the three and six months ended June 30, 2013, respectively, would have been dilutive and included in the above table. The effect of the remaining 16.2 million and 14.6 million stock options for the three and six months ended June 30, 2013, respectively, would have been anti-dilutive because the underlying exercise prices exceeded the average market price of the underlying common shares of C$28.95 and C$31.84, respectively.

As a result of the net loss incurred during the three and six months ended June 30, 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 from continuing operations, diluted net loss and the diluted weighted average number of shares outstanding would have included the following:



June 30, 2013	Three Months Ended		Six Months Ended
Effect on diluted net loss from continuing operations and diluted net loss:
Conversion feature of the Convertible Notes – change in fair value recognized in net loss (note 11(a))	$	13	$	—
Effect on diluted weighted average number of shares outstanding (in thousands):
Stock options	316		431
RSUs	2,476		2,476
Convertible Notes	18,290		—
Total	21,082		2,907


(b)	Dividends declared

During the three and six months ended June 30, 2014, the Company declared and paid to its shareholders dividends of $0.15 and $0.30 per share, respectively, for total dividends of $122 million and $244 million, respectively (three and six months ended June 30, 2013 – $0.15 and $0.30 per share, respectively, for total dividends of $121 million and $243 million, respectively). For the period July 1, 2014 to July 31, 2014, the Company declared dividends payable of $0.05 per share for total dividends of $41 million.


14.	SUPPLEMENTAL CASH FLOW INFORMATION



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Change in operating working capital
Accounts receivable	$	(13	)	$	(23	)	$	(49	)	$	68
Inventories and stockpiled ore	(30		)	(57		)	(72		)	(121		)
Accounts payable and accrued liabilities	3			36			(4		)	(42		)
Income taxes	27			(169		)	154			(163		)
Other	(53		)	(47		)	(52		)	(50		)
	$	(66	)	$	(260	)	$	(23	)	$	(308	)

GOLDCORP | 30

Second Quarter Report – 2014

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



	Three Months Ended June 30						Six Months Ended June 30
	2014			2013			2014			2013
Operating activities include the following cash received (paid):
Interest received	$	3		$	1		$	3		$	3
Interest paid	(8		)	—			(15		)	(5		)
Income taxes received	94			—			97			—
Income taxes paid	(100		)	(151		)	(111		)	(274		)



	Three Months Ended June 30					Six Months Ended June 30
	2014		2013			2014			2013
Investing activities of discontinued operation include the following cash received (paid):
Proceeds on disposition of Marigold, net (note 4)	$	182	$	—		$	182		$	—
Principal repayment on promissory note receivable from Primero (note 11(d)(i))	28		—			28			8
Expenditures on mining interest	—		(20		)	(2		)	(42		)
	$	210	$	(20	)	$	208		$	(34	)



	At June 30 2014		At December 31 2013
Cash and cash equivalents are comprised of:
Cash	$	339	$	505
Short-term money market investments	881		120
	$	1,220	$	625

GOLDCORP | 31

Second Quarter Report – 2014

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


15.	CONTINGENCIES

Due to the size, complexity and nature of the Company’s operations, various legal, tax, environmental and regulatory 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.

Chilean tax reform

On April 1, 2014 Chile’s Executive Branch sent a major Tax Reform Bill (“2014 Tax Reform Bill”) to the Chilean Congress which if passed may impact multinational entities investing or operating in Chile.

The most significant changes in the proposed 2014 Tax Reform Bill include:


•	A gradual increase in the Tier 1 corporate income tax rate from 20% to 25% by 2017;


•	Elimination of an existing tax concession which allowed the deferral of certain tax payments on profits that were retained in Chile for future investment; and


•	As of January 1, 2016, the prospective repeal of the Decree Law No. 600, which currently provides that a foreign investment contract may be negotiated between the State of Chile and investors, that contains specific rules, including such clauses as tax stability, applicable to specific investments.

On July 8, 2014 a Memorandum of Understanding was signed between the government and members of the Finance Committee of the Senate to introduce amendments to the 2014 Tax Reform Bill (the “Protocol”). The Protocol provides general guidelines on changes to the 2014 Tax Reform Bill but does not provide the exact manner in which these changes will be eventually drafted. As such, it is currently not possible to determine the actual implications these proposed modifications will have on the 2014 Tax Reform Bill.

At June 30, 2014, the 2014 Tax Reform Bill is not considered substantively enacted and there is no financial impact on the interim consolidated financial statements. The Company is currently evaluating the full impact of the 2014 Tax Reform Bill, but at this time, does not anticipate there will be a significant impact on its consolidated financial statements.

GOLDCORP | 32

Second Quarter Report – 2014

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




CORPORATE OFFICE	STOCK EXCHANGE LISTING

Park Place	Toronto Stock Exchange: G
Suite 3400 – 666 Burrard Street	New York Stock Exchange: GG
Vancouver, BC V6C 2X8 Canada
Tel: (604) 696-3000	TRANSFER AGENT
Fax: (604) 696-3001
	CST Trust Company
www.goldcorp.com	1066 West Hastings Street
	Vancouver, BC V6E 3X1 Canada
TORONTO OFFICE	Toll free in Canada and the US:
	(800) 387-0825
Suite 3201 – 130 Adelaide Street West	Outside of Canada and the US:
Toronto, ON M5H 3P5 Canada	(416) 682-3860
Tel: (416) 865-0326
Fax: (416) 359-9787	inquiries@canstockta.com

RENO OFFICE	www.canstockta.com

Suite 310 – 5190 Neil Road
Reno, NV 89502 United States
Tel: (775) 827-4600	AUDITORS
Fax: (775) 827-5044
	Deloitte LLP
MEXICO OFFICE	Vancouver, BC

Paseo de las Palmas 425-15	INVESTOR RELATIONS
Lomas de Chapultepec
11000 Mexico, D.F.	Jeff Wilhoit
Tel: 52 (55) 5201-9600	Vice President, Investor Relations
	Toll free: (800) 567-6223
GUATEMALA OFFICE	Email: info@goldcorp.com

5ta avenida 5-55 zona 14 Europlaza	REGULATORY FILINGS
Torre 1 Nivel 6 oficina 601
Guatemala City	The Company’s filings with the Ontario Securities Commission
Guatemala, 01014	can be accessed on SEDAR at www.sedar.com.
Tel: 502 2329 2600
	The Company’s filings with the US Securities and
ARGENTINA OFFICE	Exchange Commission can be accessed on EDGAR
	at www.sec.gov.
Maipu 255, Piso 12
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GOLDCORP | 33

EX-99.3 4 ceocertq22014.htm EXHIBIT99-3 CEO Cert Q2 2014

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Charles Jeannes, President and Chief Executive Officer of Goldcorp Inc., certify the following:


1.	Review: I have reviewed the unaudited condensed interim consolidated financial report and interim Management’s Discussion and Analysis (“MD&A”) (together, the “interim filings”) of Goldcorp Inc. (the “issuer”) for the interim period ended June 30, 2014;


2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the unaudited condensed interim consolidated financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.


4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.


5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings,

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that


(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and


(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.


5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A.


5.3	N/A.


6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2014 and ended on June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.



Date: July 31, 2014

	/s/ “Charles Jeannes”
	Signature: Charles Jeannes
	Title: President and Chief Executive Officer

EX-99.4 5 cfocertq22014.htm EXHIBIT99.4 CFO Cert Q2 2014

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Lindsay Hall, Executive Vice President and Chief Financial Officer of Goldcorp Inc., certify the following:


1.	Review: I have reviewed the unaudited condensed interim consolidated financial report and interim Management’s Discussion and Analysis (“MD&A”) (together, the “interim filings”) of Goldcorp Inc. (the “issuer”) for the interim period ended June 30, 2014;


2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.


4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.


5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings,

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that


(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and


(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and


(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.


5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.


5.2	N/A.


5.3	N/A.


6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2014 and ended on June 30, 2014 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.



Date: July 31, 2014

	/s/ "Lindsay Hall"
	Signature: Lindsay Hall
	Title: Executive Vice President and Chief Financial Officer