40-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2011

Commission file number: 001-12970

Goldcorp Inc.

(Exact Name of Registrant as Specified in its Charter)

Ontario	1041	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial)	(I.R.S. Employer Identification No.)

Suite 3400 – 666 Burrard Street

Vancouver, British Columbia

V6C 2X8

(604) 696-3000

(Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation System

c/o Team 1, New York

111 8^th Avenue

New York, New York 10011

(800) 223-7567

(Name, address (including zip code) and telephone number (including area code) of

agent for service in the United States)

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

Title of Each Class:	Name of Each Exchange On Which Registered:
Common Shares	New York Stock Exchange; Toronto Stock Exchange
Common Share Purchase Warrants	New York Stock Exchange; Toronto Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this form:

þ Annual Information Form þ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 809,941,169 (as of December 31, 2011).

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.    ¨  Yes    þ  No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    ¨  Yes    ¨  No

EXPLANATORY NOTE

Goldcorp Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the United States Securities and Exchange Commission (“SEC”), all as may be amended from time to time, concerning the business, operations and financial performance and condition of the Company. The following cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, hedging practices, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

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

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations, including economical and political instability in foreign jurisdictions in which the Company operates; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration

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activities; environmental risks; future prices of gold, silver, copper, lead and zinc; possible variations in ore reserves, grade or recovery rates; mine development and operating risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Risk Factors” in the Company’s annual information form for the year ended December 31, 2011 (the “AIF”) attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements in this annual report on Form 40-F are as of the date hereof. The forward-looking statements contained in this annual report on Form 40-F are made as of the date of this annual report on Form 40-F and, accordingly, are subject to change after such date. Except as otherwise indicated by the Company, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’s operating environment. The Company does not undertake to update any forward-looking statements that are included in this document, except in accordance with applicable securities laws.

NOTE TO UNITED STATES READERS –

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this annual report on Form 40-F, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including the report of the Independent Registered Chartered Accountants with respect thereto, which are attached as Exhibit 99.3 to this annual report on Form 40-F (the “Audited Financial Statements”) and incorporated by reference herein. For further discussion of the Company’s adoption of IFRS, please see the Audited Financial Statements, which are attached as Exhibit 99.3 to this annual report on Form 40-F, and the disclosure under the caption “Transition to International Financial Reporting Standards” in the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2011 (the “MD&A”) attached as Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of United States dollars into Canadian dollars, on December 30, 2011 based upon the noon rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.017. The exchange rate of United States dollars into Canadian dollars, on March 28, 2012 based upon the noon rate as published by the Bank of Canada, was U.S.$1.00=CDN$0.9984.

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RESOURCE AND RESERVE ESTIMATES

The Company’s AIF attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in SEC Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

ANNUAL INFORMATION FORM

The AIF is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

AUDITED ANNUAL FINANCIAL STATEMENTS AND

MANAGEMENT’S DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The Audited Financial Statements, including the report of the Independent Registered Chartered Accountants with respect thereto, are attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

Management’s Discussion and Analysis

The Company’s MD&A is attached as Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

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Tax Matters

Purchasing, holding or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

At the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer (“CEO”) and the Executive Vice President and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a – 15(e) and 15d –15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report on Form 40-F, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act was accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

Management’s Responsibility, Evaluation and Report

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s management, including its CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

With the participation of the CEO and CFO, management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring

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Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded in its report that the Company’s internal control over financial reporting was effective as of December 31, 2011.

Management’s annual report on internal control over financial reporting (the “Report”) is included with the Audited Financial Statements which are attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

Scope of Management’s Report on Internal Control Over Financial Reporting

As noted in the Report, management has excluded from its assessment the internal control over financial reporting at Minera Alumbrera Ltd. (“Alumbrera”) in which the Company holds a 37.5% interest because the Company does not have the ability to dictate or modify controls at this entity and the Company does not have the ability to assess, in practice, the controls at this entity. Alumbrera constitutes 2.2% of total assets, 1.9% of net assets, 10.6% of revenues, 7.9% of earnings from operations and 6.3% of net earnings of the Company, as of and for the year ended December 31, 2011, as disclosed in the Company’s consolidated financial statements which are attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

ATTESTATION REPORT OF THE INDEPENDENT REGISTERED

CHARTERED ACCOUNTANTS

The Company’s Independent Registered Chartered Accountants have issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2011 included with the Audited Financial Statements which are attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this annual report on Form 40-F, no changes occurred in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CORPORATE GOVERNANCE

The Company is listed on the Toronto Stock Exchange and is required to describe its practices and policies with regard to corporate governance, with specific reference to National Instrument 58-101 – Disclosure of Corporate Governance Practices, on an annual basis by way of certain disclosures contained in the Company’s management information circular. The Company is also listed on the New York Stock Exchange (“NYSE”) and additionally complies with the applicable rules and guidelines of the NYSE as well as the SEC, including those applicable rules and regulations resulting from the Sarbanes-Oxley Act of 2002. As a result, the Company believes that there are no significant differences between its corporate governance practices and those required to be followed by United States domestic issuers under the applicable rules and guidelines of the NYSE.

The Company’s Board of Directors (“Board”) has the following four separately designated and standing committees:

• the Audit Committee;

• the Compensation Committee;

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• the Governance and Nominating Committee; and

• the Sustainability, Environment, Health and Safety Committee.

Each of these committees are independent of management and report directly to the Board. The Board, with the assistance of its Governance and Nominating Committee, has determined that all the members of these committees are independent, as that term is defined by the NYSE’s corporate governance listing standards applicable to the Company. The members of each committee of the Board are identified under the heading “Directors and Officers” on page 109 of the AIF attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

The Company reviews its governance practices and monitors developments in Canada and the United States on an ongoing basis to ensure it is in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.

The charters for each of the Company’s standing committees are available for review on the Company’s website at www.goldcorp.com and in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.

AUDIT COMMITTEE

The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Company’s Audit Committee are identified under the heading “Audit Committee” on page 122 of the AIF which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are financially literate and independent, as such terms are defined by the NYSE’s corporate governance listing standards applicable to the Company and as determined under Rule 10A-3 of the Exchange Act.

Audit Committee Financial Experts

The Board has determined that Lawrence I. Bell, Beverley A. Briscoe (Chairperson), Douglas M. Holtby and Kenneth F. Williamson are all audit committee financial experts under the applicable criteria prescribed by the NYSE and the SEC in the general instructions of Form 40-F.

Audit Committee Charter

The Company’s Audit Committee Charter is available on the Company’s website at www.goldcorp.com, in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary, and is attached as Schedule “A” to the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

PRINCIPAL ACCOUNTING FEES AND SERVICES –

INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

Deloitte & Touche LLP acted as the Company’s Independent Registered Chartered Accountants for the financial year ended December 31, 2011. For a description of the total amount billed to the Company by Deloitte & Touche LLP for services performed in the last two financial years by category of service (audit fees, audit-related fees, tax fees and all other fees), see “Audit Committee – External Auditor Service Fees” on page 124 of the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

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PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED BY

INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

For a description of the Company’s pre-approval policies and procedures related to the provision of non-audit services, see “Audit Committee – Pre-Approval Policies and Procedures” on page 123 of the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

CODE OF CONDUCT

The Board has adopted a Code of Conduct that applies to all directors, officers and employees of the Company. The Code of Conduct also sets out the Company’s whistleblower policy and, therefore, includes a whistleblower reporting mechanism into the Code of Conduct. The Company’s Audit Committee has responsibility for monitoring compliance with the Code of Conduct by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code of Conduct and acknowledge their support and understanding of the Code of Conduct.

In addition, the Board, through its meetings with management and other informal discussions with management, encourages a culture of ethical business conduct. The Board believes the Company’s management team promotes a culture of ethical business conduct throughout the Company’s operations, and expects the Company’s management team to monitor the activities of the Company’s employees, consultants and agents in that regard. Starting on January 1, 2012 the Company’s management team created the position of Manager, Ethics & Business Conduct that reports to the Executive Vice President, Corporate Affairs and General Counsel to support and enhance Goldcorp’s ethical culture throughout the organization. The Board encourages any concerns regarding ethical conduct in respect of the Company’s operations to be raised with the Company’s Chairperson of the Audit Committee; Regional Vice Presidents; local management teams; Manager, Ethics & Business Conduct; Internal Audit head; Vice President, Regulatory Compliance; or General Counsel, as appropriate. In addition, the Company has designed a Code of Conduct awareness program and conducts regular and ad hoc audits to test compliance with the Code of Conduct.

All amendments to the Code of Conduct, and all waivers of the Code of Conduct with respect to the Company’s principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions, will be posted on the Company’s website, submitted on Form 6-K and provided in print to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.

The Company’s Code of Conduct is available on SEDAR at www.sedar.com, on the SEC website at www.sec.gov, on its website at www.goldcorp.com and in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.

CONTRACTUAL OBLIGATIONS

For a description of the contractual obligations of the Company, see “Commitments” starting on page 46 of the MD&A, which is attached as Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

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NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2011 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

MINE SAFETY DISCLOSURE

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Financial Reform Act”) requires that the Company disclose in this report certain information about each of the Company’s U.S. mining operations, including the number of certain types of violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the U.S. Labor Department’s Mine Safety and Health Administration (“MSHA”). Information concerning such safety information related to the Company’s U.S. mining operations or other regulatory matters required by Section 1503(a) of the Financial Reform Act for the year ended December 31, 2011 is included as Exhibit 99.4 to this annual report on Form 40-F and incorporated by reference herein.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Audited Financial Statements, the MD&A and the AIF can be found on SEDAR at www.sedar.com, on the SEC website at www.sec.gov or on the Company’s website at www.goldcorp.com. Shareholders may also contact the Company’s Corporate Secretary by phone at (604) 696-3000 or by e-mail at info@goldcorp.com to request copies of these documents and this annual report on Form 40-F for no charge.

CONTACTING THE BOARD

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

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

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F, the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.

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EXHIBITS

99.1	Annual Information Form of the Company for the year ended December 31, 2011
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2011
99.3	Audited Consolidated Financial Statements of the Company for the year ended December 31, 2011
99.4	Mine Safety Information Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
99.5	Certifications of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
99.6	Certifications of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants
99.8	Consent of Stephane Blais
99.9	Consent of Chris Osiowy
99.10	Consent of Ian Glazier
99.11	Consent of Carl Michaud
99.12	Consent of Andy Fortin
99.13	Consent of Jacques Simoneau
99.14	Consent of Eric Chen
99.15	Consent of Guillermo Pareja
99.16	Consent of Peter Nahan
99.17	Consent of Maryse Belanger
99.18	Consent of Sophie Bergeron
99.19	Consent of Christian Ardiles
99.20	Consent of Andrew S. Tripp
99.21	Consent of Robbert Borst
99.22	Consent of Chester Moore
99.23	Consent of André Villeneuve

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

	GOLDCORP INC.
	By:	/s/ Charles A. Jeannes
	Name:	Charles A. Jeannes
Date: March 30, 2012	Title:	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011

March 28, 2012

Suite 3400, 666 Burrard Street

Vancouver, BC V6C 2X8

GOLDCORP INC.

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011

TABLE OF CONTENTS

DESCRIPTION	PAGE NO.
INTRODUCTORY NOTES		1
CORPORATE STRUCTURE		4
GENERAL DEVELOPMENT OF THE BUSINESS		6
DESCRIPTION OF THE BUSINESS		11
Principal Products		11
Competitive Conditions		11
Operations		11
Safety Commitment		13
Occupational Health and Safety Policy		13
Corporate Social Responsibility Policy		13
Human Rights Policy		14
Environmental and Sustainability Policy		15
Technical Information		17
Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates		19
MINERAL PROPERTIES		25
CANADA AND THE UNITED STATES		25
RED LAKE GOLD MINES, CANADA		25
ÉLÉONORE PROJECT, CANADA		36
MEXICO		46
PEÑASQUITO MINE, MEXICO		46
CENTRAL AND SOUTH AMERICA		58
MARLIN MINE, GUATEMALA		58
PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC		68
CERRO NEGRO PROJECT, ARGENTINA		80
RISK FACTORS		90
DIVIDENDS		106
DESCRIPTION OF CAPITAL STRUCTURE		106
RATINGS		107
TRADING PRICE AND VOLUME		108
DIRECTORS AND OFFICERS		109
LEGAL PROCEEDINGS AND REGULATORY ACTIONS		120
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		120
TRANSFER AGENT AND REGISTRAR		120
MATERIAL CONTRACTS		120
INTERESTS OF EXPERTS		121
AUDIT COMMITTEE		122
ADDITIONAL INFORMATION		124
SCHEDULE “A” GOLDCORP INC. AUDIT COMMITTEE CHARTER		A-1

INTRODUCTORY NOTES

Cautionary Note Regarding Forward-Looking Statements

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

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

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations, including 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 “Risk Factors” in this annual information form. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements in this annual information form are as of the date of this annual information form. The forward-looking statements contained in this annual information form are made as of the date of this annual information form and, accordingly, are subject to change after such date. Except as otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s

current expectations and plans and allowing investors and others to get a better understanding of the Corporation’s operating environment. Goldcorp does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Currency Presentation and Exchange Rate Information

This annual information form contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars and Canadian dollars are referred to as “Canadian dollars” or “C$”.

The high, low, average and closing exchange rates for Canadian dollars in terms of the United States dollar for each of the three years in the period ended December 31, 2011, as quoted by the Bank of Canada, were as follows:

	Year ended December 31
	2011		2010		2009
High	C$	1.0604	C$	1.0778	C$	1.3000
Low		0.9449		0.9946		1.0292
Average (1)		0.9891		1.0299		1.1420
Closing		1.0170		0.9946		1.0466

(1) Calculated as an average of the daily noon rates for each period.

On March 28, 2012, the noon exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$0.9984.

Gold, Silver, Copper, Lead and Zinc Prices

Gold Prices

The high, low, average and closing afternoon fixing gold prices in United States dollars per troy ounce for each of the three years in the period ended December 31, 2011, as quoted by the London Bullion Market Association, were as follows:

	Year ended December 31
	2011		2010		2009
High	$	1,895.00	$	1,421.00	$	1,212.50
Low		1,319.00		1,058.00		810.00
Average		1,571.52		1,224.52		972.35
Closing		1,531.00		1,405.50		1,087.50

On March 28, 2012, the closing afternoon fixing gold price in United States dollars per troy ounce, as quoted on the London Bullion Market Association, was $1,676.00.

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Silver Prices

The high, low, average and closing fixing silver prices in United States dollars per troy ounce for each of the three years in the period ended December 31, 2011, as quoted by the London Bullion Market Association, were as follows:

	Year ended December 31
	2011		2010		2009
High	$	48.70	$	30.70	$	19.18
Low		26.16		15.14		10.51
Average		35.12		20.19		14.67
Closing		28.18		30.63		16.99

On March 28, 2012, the fixing silver price in United States dollars per troy ounce, as quoted on the London Bullion Market Association, was $32.43.

Copper Prices

The high, low, average and closing official cash settlement copper prices in United States dollars per pound for each of the three years in the period ended December 31, 2011, as quoted on the London Metals Exchange, were as follows:

	Year ended December 31
	2011		2010		2009
High	$	4.613	$	4.418	$	3.332
Low		3.078		2.763		1.384
Average		3.996		3.420		2.342
Closing		3.426		4.418		3.332

On March 28, 2012, the official cash settlement copper price in United States dollars per pound, as quoted on the London Metal Exchange, was $3.8467.

Lead Prices

The high, low, average and closing official cash settlement lead prices in United States dollars per pound for each of the three years in the period ended December 31, 2011, as quoted on the London Metal Exchange, were as follows:

	Year ended December 31
	2011		2010		2009
High	$	1.333	$	1.176	$	1.110
Low		0.813		0.707		0.450
Average		1.088		0.974		0.786
Closing		0.898		1.173		1.086

On March 28, 2012, the official cash settlement lead price in United States dollars per pound, as quoted on the London Metal Exchange, was $0.9013.

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Zinc Prices

The high, low, average and closing official cash settlement zinc prices in United States dollars per pound for each of the three years in the period ended December 31, 2011, as quoted on the London Metal Exchange, were as follows:

	Year ended December 31
	2011		2010		2009
High	$	1.155	$	1.195	$	1.166
Low		0.794		0.723		0.481
Average		0.994		0.979		0.753
Closing		0.829		1.103		1.166

On March 28, 2012, the official cash settlement zinc price in United States dollars per pound, as quoted on the London Metal Exchange, was $0.9104.

CORPORATE STRUCTURE

Goldcorp Inc. (“Goldcorp or the “Corporation”) is a corporation governed by the Business Corporations Act (Ontario). Effective December 1, 2006, the Corporation amalgamated with Glamis Gold Ltd. (“Glamis”).

The Corporation’s head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and its registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

The following chart illustrates the Corporation’s principal subsidiaries (collectively, the “Subsidiaries”), together with the governing law of each company and the percentage of voting securities beneficially owned or over which control or direction is exercised by the Corporation, as well as the Corporation’s principal mineral properties as at December 31, 2011. As used in this annual information form, except as otherwise required by the context, reference to “Goldcorp” or the “Corporation” means, collectively, Goldcorp Inc. and the Subsidiaries.

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GOLDCORP PRINCIPAL SUBSIDIARIES AND NI 43-101 MATERIAL MINERAL PROPERTIES

(1) Companies in Mexico require a minimum of two shareholders. All of these subsidiaries are wholly-owned, directly or indirectly, by Goldcorp.

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GENERAL DEVELOPMENT OF THE BUSINESS

Goldcorp is a leading global gold producer engaged in the acquisition, exploration, development and operation of gold properties in Canada, the United States, Mexico and Central and South America. Goldcorp is one of the lowest cost and fastest growing multi-million ounce senior gold producers in the world. The principal products and sources of cash flow for Goldcorp are derived from the sale of gold, silver, copper, lead and zinc. Goldcorp’s mineral properties by jurisdiction are as follows:

Canada and the United States

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

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

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

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

• a 66 ²/3% interest in the Marigold gold mine (the “Marigold Mine”) in the United States;

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

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

Mexico

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

• a 100% interest in the Los Filos gold-silver mine (the “Los Filos Mine”) in Mexico;

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

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

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

Central and South America

• a 100% interest in the Marlin gold-silver mine (the “Marlin Mine”) in Guatemala (the Marlin Mine is considered to be a material mineral property to Goldcorp);

• a 40% interest in the Pueblo Viejo gold-silver-copper development stage project (the “Pueblo Viejo Project”) in the Dominican Republic (the Pueblo Viejo Project is considered to be a material mineral property to Goldcorp);

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

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

• a 37 ¹/2% interest in the Bajo de la Alumbrera gold-copper mine (the “Alumbrera Mine”) in Argentina; and

• a 100% interest in the Cerro Blanco gold-silver project (the “Cerro Blanco Project”) in Guatemala.

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

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New Credit Facility

On November 23, 2011, Goldcorp entered into a $2.0 billion credit facility with a syndicate of 15 lenders. This credit facility replaces the Corporation’s existing $1.5 billion credit facility and it is intended to be used to finance growth opportunities and for general corporate purposes. The floating rate facility is unsecured and amounts drawn are required to be financed or repaid by November 23, 2016.

Agua Rica Option

On August 31, 2011, Goldcorp announced that Goldcorp and Xstrata Queensland Limited (“Xstrata Queensland”) entered into a definitive agreement with Yamana Gold Inc. (“Yamana”), whereby Minera Alumbrera Limited Sucursal (“MMA”), a joint venture partnership between Goldcorp (as to 37.5%), Xstrata Queensland (as to 50%) and Yamana (as to 12.5%), was granted an exclusive four-year option to acquire Yamana’s 100% interest in the Agua Rica copper-gold project for option payments of up to C$110 million. On execution of the definitive agreement, Goldcorp and Xstrata Queensland made a payment of $20 million to Yamana, in addition to $10 million previously paid. During the option period, MMA will manage the Agua Rica project and fund a feasibility study and all development costs. MAA can exercise the option at any time during the four-year period through to an approval-to-proceed decision for construction of the Agua Rica project. On approval to proceed with construction and on exercise of the option to acquire the Agua Rica project, Yamana will receive C$150 million from MMA, and on commissioning Yamana will receive an additional $50 million, in addition to the balance of any option payments from Goldcorp and Xstrata. Yamana will also retain the right to a deferred payment related to 65% of the payable gold production from Agua Rica to a maximum of 2.3 million ounces. Goldcorp and Xstrata Queensland will finance all payments related to the option on a 42.86% and 57.14% basis respectively. The Agua Rica project is located approximately 30 kilometres from MMA’s Alumbrera Mine in Argentina and it is envisioned that Agua Rica ore will be processed through the Alumbrera mill.

Exercise of Share Purchase Warrants

On June 9, 2011, the Corporation’s 8.4 million common share purchase warrants (the “Warrants”) issued in 2006 expired and were suspended from trading on the NYSE and the TSX. Each Warrant entitled the holders to purchase at any time one common share of Goldcorp (a “Common Share”) at an exercise price of C$45.75. Of the 8.4 million Warrants issued, 7.0 million were exercised for total proceeds of C$322 million.

Cree Collaboration Agreement

On February 21, 2011, Goldcorp announced that it had entered into a collaboration agreement (the “Cree Collaboration Agreement”) with the Cree Nation of Wemindji, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority regarding the development and operation of the Éléonore Project, representing the support of the Cree Nation as a whole, and ensuring a stable regional environment for the development and operation of the Éléonore Project.

Pursuant to the Cree Collaboration Agreement, Goldcorp recognizes and respects Cree rights and interest in the area of the Éléonore Project and the Crees recognize and support Goldcorp’s rights and interest in the development and operation of the Éléonore Project. The Cree Collaboration Agreement will be in effect for the life of the mine, and includes provisions regarding the participation of the Crees in the development of the Éléonore Project throughout the life of the mine, including employment and business opportunities and training and education initiatives. The Cree Collaboration Agreement aligns Goldcorp and Cree interests in the economic success of the Éléonore Project, and ensures that the Crees will receive financial benefits through a variety of fix payment mechanisms and participation in the future profitability of the mine. The Cree Collaboration Agreement further reflects Goldcorp’s commitment to protecting the environment and supporting Crees’ social and cultural practices.

In November 2011, a certificate of authorization was issued by the Quebec Minister of Sustainable Development, Environment and Parks allowing full construction of the Éléonore Project to commence immediately.

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Sale of Osisko Shares

On February 8, 2011, Goldcorp announced that it sold its 10.1% equity interest in Osisko Mining Corporation (“Osisko”), representing approximately 38.6 million common shares. The shares were sold on an underwritten block trade basis, at a gross price of C$13.75 per share. Goldcorp received proceeds of approximately C$530 million in cash. The Corporation currently does not hold any common shares of Osisko.

Acquisition of Andean Resources Limited

On December 29, 2010, Goldcorp completed the acquisition of Andean Resources Limited (“Andean”) (the “Andean Acquisition”). In connection with the Andean Acquisition, Andean shareholders received, at their election, either C$6.50 or 0.14 of a Common Share for each of their Andean shares. In the aggregate, $766 million in cash was paid and 61,058,527 Common Shares were issued to Andean shareholders. The Cerro Negro Project, acquired through the Andean Acquisition, is expected to benefit Goldcorp’s already strong organic growth pipeline, and the large, prospective land position presents the opportunity for significant continued growth of gold resources through expansion of the existing deposits and the discovery of additional zones along the strike of the veins. Goldcorp believes that it has the resources and track record to enable the Cerro Negro Project to reach its full potential under Goldcorp management.

Investment in Terrane Metals

On October 20, 2010, Thompson Creek Metals Company Inc. (“Thompson Creek”) acquired all of the outstanding common and preferred shares of Terrane Metals Corp. (“Terrane”). Goldcorp controlled 58% of the outstanding shares of Terrane and received proceeds of $236 million in cash and 13,898,196 common shares of Thompson Creek. Goldcorp currently holds approximately 8.7% of Thompson Creek’s issued and outstanding common shares.

Sale of San Dimas Mine

On August 6, 2010, Goldcorp completed the sale of the San Dimas gold-silver mine (the “San Dimas Mine”) in Mexico to Primero Mining Corp. (formerly Mala Noche Resources Corp.) (“Primero”). In consideration for the sale of the San Dimas Mine, Goldcorp received 31,151,200 common shares of Primero, representing approximately 36% of Primero’s then issued and outstanding common shares, $214 million in cash, a $60 million 12-month convertible note bearing an annual interest rate of 3% (the “Convertible Note”) and a $50 million five-year promissory note bearing an annual interest rate of 6%. Goldcorp, for so long as it holds at least 10% of Primero’s issued and outstanding common shares (on a non-diluted basis), has the right, subject to certain conditions, to participate in future equity financings and certain non-cash transactions undertaken by Primero to maintain its percentage interest in Primero. Goldcorp currently holds approximately 35.3% of Primero’s issued and outstanding common shares.

In 2011, Primero extended the maturity date of the Convertible Note for a further 12 months (to August 6, 2012) and repaid $30 million of the principal outstanding thereunder. Primero also announced that it intends to repay the balance of the principal amount that is outstanding under the Convertible Note prior to its maturity date.

Sale of Escobal Project and Subsequent Financing

On June 8, 2010, Goldcorp completed the sale of the Escobal silver deposit (the “Escobal Project”) in Guatemala to Tahoe Resources Inc. (“Tahoe”). In consideration for the sale of the Escobal Project, Goldcorp received 47,766,000 common shares of Tahoe, representing approximately 40% of Tahoe’s then issued and outstanding common shares on a fully-diluted basis and $224.6 million in cash. Goldcorp, for so long as it holds at least 20% of Tahoe’s issued and outstanding common shares, has the right, subject to certain conditions, to participate in future equity financings and certain non-cash transactions undertaken by Tahoe to maintain its percentage interest in Tahoe.

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On December 23, 2010, Goldcorp maintained its percentage interest in Tahoe through the purchase of 10,285,692 common shares of Tahoe for the aggregate purchase price of $144 million. Goldcorp continues to hold approximately 40% of Tahoe’s issued and outstanding common shares.

Acquisition of 70% Interest in El Morro Project

On February 16, 2010, Goldcorp Tesoro Inc. (“GTI”), a wholly-owned subsidiary of the Corporation, completed the acquisition of the 70% interest in the El Morro Project from Datawave Sciences, Inc. (“Datawave”), a wholly-owned subsidiary of New Gold Inc. (“New Gold”) following the exercise of Datawave’s right of first refusal with Xstrata Copper Chile S.A. (“Xstrata Chile”), a wholly-owned subsidiary of Xstrata plc (“Xstrata”). GTI advanced $463 million to Inversiones Subco, SpA (“Inversiones”), a newly-formed Chilean subsidiary of Datawave, to fund the acquisition of the 70% interest from Xstrata. GTI also advanced $50 million to Datawave to capitalize Inversiones. Following the acquisition of the Xstrata interest by Inversiones, GTI acquired the shares of Inversiones from Datawave and the parties agreed to amend certain terms of the El Morro shareholders agreement, including with respect to Datawave’s capital funding obligations. The El Morro Project is an advanced stage gold-copper project located in north-central Chile, Region III, approximately 80 kilometres east of the city of Vallenar.

On January 13, 2010, Goldcorp received a statement of claim filed by Barrick Gold Corporation (“Barrick”) in the Ontario Superior Court of Justice, against the Corporation, New Gold, and their affiliated subsidiaries, relating to the exercise of the right of first refusal by a New Gold subsidiary in respect of Xstrata Chile’s interest in the El Morro Project. Barrick subsequently filed a Fresh Amended Statement of Claim that added claims against Xstrata and its subsidiaries. See “Legal Proceedings and Regulatory Actions” for further information with respect to these legal proceedings.

Acquisition of Canplats

On February 4, 2010, Goldcorp completed the acquisition of Canplats Resources Corporation (“Canplats”) (the “Canplats Acquisition”). In connection with the Canplats Acquisition, each Canplats share was exchanged for $4.80 in cash. In the aggregate, $289.0 million in cash was paid to Canplats shareholders. The Camino Rojo Project, acquired through the Canplats Acquisition, is located approximately 50 kilometres from Goldcorp’s Peñasquito Mine and expands Goldcorp’s land package in the district to more than 4,600 square kilometres, providing an abundance of compelling exploration targets.

Sale of New Gold Shares

On October 13, 2009, the Corporation disposed of its 7% investment in New Gold for net proceeds of $65.2 million. The Corporation currently does not hold any common shares of New Gold.

Convertible Senior Note Offering

On June 5, 2009, Goldcorp completed a private offering of $862.5 million aggregate principal amount of 2% Convertible Senior Notes due 2014 (the “Notes”). The Notes have an initial conversion price of approximately $47.98 per Common Share, subject to certain anti-dilution adjustments and adjustment in connection with specified corporate events. The Notes are convertible at any time from May 1, 2014, however, prior to May 1, 2014, the Notes may be converted if the Common Shares have traded at 130% of the conversion price or upon the occurrence of certain other events. Upon conversion of the Notes, Goldcorp may, in lieu of delivery of Common Shares, elect to pay or deliver, as the case may be, cash or a combination of cash and Common Shares, in respect of the converted Notes. As of the date of this annual information form, none of the Notes have been converted.

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DESCRIPTION OF THE BUSINESS

Goldcorp is engaged in the acquisition, exploration, development and operation of gold properties. The Corporation continues to investigate and negotiate the acquisition of additional gold mining properties or interests in such properties. There is no assurance that any such investigations or negotiations will result in the completion of an acquisition.

Principal Products

The Corporation’s principal product is gold doré with the refined gold bullion sold primarily in the London spot market. As a result, the Corporation will not be dependent on a particular purchaser with regard to the sale of the gold doré. In addition to gold, the Corporation also produces silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito Mine and Alumbrera Mine which is sold to third party refineries.

Competitive Conditions

The precious metal mineral exploration and mining business is a competitive business. The Corporation competes with numerous other companies and individuals in the search for and the acquisition of attractive precious metal mineral properties. The ability of the Corporation to acquire precious metal mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration.

In addition, the Corporation also competes with its competitors over sourcing raw materials and supplies used in connection with its mining operations, as well as for skilled experienced workers. See “Risk Factors – Availability of Supplies”, “Risk Factors – Availability of Key Executives and Other Personnel” and “Risk Factors – Competition”.

Operations

Raw Materials

The Corporation has (i) gold Mineral Reserves at the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the El Sauzal Mine and the Éléonore Project; (ii) gold and silver Mineral Reserves at the Wharf Mine, the Dee/South Arturo Project, the Los Filos Mine, the Marlin Mine and the Cerro Negro Project; (iii) gold and copper Mineral Reserves at the El Morro Project and the Alumbrera Mine; (iv) gold, silver and copper Mineral Reserves at the Pueblo Viejo Project; and (v) gold, silver, lead and zinc Mineral Reserves at the Peñasquito Mine.

Environmental Protection Requirements

The Corporation’s mining, exploration and development activities are subject to various levels of federal, provincial and state laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

The Corporation’s total liability for reclamation and closure cost obligations at December 31, 2011 was $395 million. The undiscounted value of this liability is $1,354 million, calculated using an effective weighted inflation rate assumption of 2%. Reclamation expenditures for the year ended December 31, 2011 were $23 million.

See “Environmental and Sustainability Policy” below and the disclosure regarding environmental matters under the respective descriptions of the Corporation’s material mineral properties herein for further details regarding environmental matters.

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Employees

As at December 31, 2011, the Corporation had the following employees and contractors:

		000000000000		000000000000		000000000000		000000000000
Location	Full-Time Salaried		Hourly (Non-Union)		Hourly (Union)		Contractors
Vancouver Office		106		0		0		6
Toronto Office		17		0		0		1
Reno Office		20		0		0		1
Mexico Offices		118		0		0		0
Guatemala Office		29		0		0		0
Chile Offices		45		0		0		115
Argentina Offices		20		0		0		0
Equity Silver		5		0		0		0
Éléonore Project		54		18		0		117
Musselwhite Mine		151		354		0		377
Porcupine Mine		217		221		236		442
Red Lake Gold Mines		289		622		0		687
Marigold Mine		53		239		0		20
Wharf Mine		30		120		0		16
El Sauzal Mine		107		252		0		111
Los Filos Mine		269		0		766		1,231
Peñasquito Mine		343		0		1,085		2,241
Marlin Mine		1,228		73		0		748
Cerro Blanco Project		156		0		0		179
San Martin		8		0		0		17
El Morro Project		10		0		0		114
Cerro Negro Project		152		0		0		587
		3,427		1,899		2,087		7,010

In addition to the above, there are 89 full-time salaried expatriate employees. The above table does not include employees at the Alumbrera Mine and the Pueblo Viejo Project for which the Corporation owns 37 ¹/2% and 40%, respectively, and is not the operator.

Generally, management believes that labour relations at all locations are good. Despite this, recent increased demand for skilled workers in the resource industry and increased demand for higher wages have led to higher employee turnover and increasing costs at some of Goldcorp’s operations. See “Risk Factors – Availability of Key Executives and Other Personnel”.

Foreign Operations

The Corporation currently owns, among other interests, 66 ²/3% of the Marigold Mine in the United States, 100% of the Wharf Mine in the United States, 40% of the Dee/South Arturo Project in the United States, 100% of the Peñasquito Mine in Mexico, 100% of the Los Filos Mine in Mexico, 100% of the El Sauzal Mine in Mexico, 100% of the Noche Buena Project in Mexico, 100% of the Camino Rojo Project in Mexico, 100% of the Marlin Mine in Guatemala, 40% of the Pueblo Viejo Project in the Dominican Republic, 100% of the Cerro Negro Project in Argentina, 70% of the El Morro Project in Chile, 37 ¹/2% of the Alumbrera Mine in Argentina and 100% of the Cerro Blanco Project in Guatemala. Goldcorp’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Any changes in regulations or shifts in political attitudes in such foreign countries are beyond the control of the Corporation and may adversely affect its business. Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to the restrictions on production, export controls, income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people and mine safety. The effect of these factors cannot be accurately predicted. See “Risk Factors – Foreign Operations”, “Risk

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Factors – Resource Nationalism”, “Risk Factors – Government Regulation”, “Risk Factors – Economic and Political Instability in Guatemala”, “Risk Factors – Economic and Political Instability in Argentina”, “Risk Factors – Security in Mexico”, and “Risk Factors – Corruption and Bribery Risk”.

Safety Commitment

The Corporation’s vision of making Goldcorp “Safe Enough for Our Families” is well understood by its employees and the Corporation continues to advance safety performance across all regions of its operations. At the end of 2011, safety performance as measured by the frequency of reportable incidents had improved by 30%. However, 2011 was also a difficult year for safety at Goldcorp as the Corporation suffered four fatalities. The investigations and subsequent analysis have led to additional focus in several key areas, including: (a) increased senior management visibility in the field; (b) improved risk identification and communication across the Corporation; and (c) improvement of emergency response times for remote locations.

In 2011, as part of its safety commitment, Goldcorp continued a strategy of behavioural and culture safety training to address safety performance. Over 1,000 of the Corporation’s senior managers and leaders have taken a Safety Leadership Training program and in 2011, over 2,000 employees completed an additional safety behavioral training. The implementation of a company-wide incident investigation process is also helping Goldcorp identify the root causes of potential significant incidents and allows Goldcorp to share such observations across the Corporation. Furthermore, in 2011, a safety management system (based on the Occupational Safety & Health Administration 18001 system) was fully implemented, including the development of performance indicators for each element of the system. In 2012, Goldcorp will begin a self-assessment process in order to better understand the effectiveness of the system. In 2011, six peer-review assessments of operations (Golden Eye safety reviews) were also completed within the Corporation in order to share best practices and assist with risk mitigation strategies.

Occupational Health and Safety Policy

The Corporation has previously adopted an occupational health and safety policy (the “Occupational Health and Safety Policy”) that guides the Corporation’s objective of a safe and healthy workplace. The Occupational Health and Safety Policy provides that Goldcorp will develop and implement effective management systems to identify, minimize and manage health and safety risks; promote and enhance employee commitment and accountability; provide training and information; strive for continuous improvement by setting targets and measuring results; and provide the resources to achieve a safe and healthy work environment. The Occupational Health and Safety Policy is available on the Corporation’s website at www.goldcorp.com.

Corporate Social Responsibility Policy

Goldcorp’s objective is to generate sustainable prosperity through its business operations, which means respecting the safety and health of its employees, protecting the environment, respecting the human rights of its employees and the residents of the communities in which it operates, and contributing to the sustainable development of those communities.

The Corporation has adopted a corporate social responsibility policy (the “Corporate Social Responsibility Policy”) that is guided by international standards and best practices and is supported by strategic relationships and other policies. Goldcorp believes that partnerships are the foundation of constructive, creative and sustainable development. The Corporate Social Responsibility Policy provides that Goldcorp will meet its objectives through the development of meaningful and effective strategies for engaging with stakeholders, by establishing grievance mechanisms, and by partnering with non-governmental organizations and integrating socio-economic, environmental, occupational health and safety, human rights, and governance best practices into the Corporation’s business processes. The Sustainability, Environment, Health and Safety Committee of the Board of Directors is responsible for overseeing the Corporate Social Responsibility Policy and information regarding assessments and performance will be made available to the public through annual GRI (as defined below) reporting. The Corporate Social Responsibility Policy is available on the Corporation’s website at www.goldcorp.com in English, Spanish and French.

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During 2011, Goldcorp implemented components of its corporate social responsibility framework at the majority of its sites, including: socio-economic baseline studies, stakeholder mapping and prioritization and upgraded grievance mechanisms. In addition, some of Goldcorp’s noteworthy corporate social responsibility activities and initiatives continue to include, among other things, the following:

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

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

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

• Extractive Industries Transparency Initiative (“EITI”) – The EITI is a partnership of governments, international organizations, companies, non-governmental organizations, investors and business and industrial organizations with the aim to strengthen governance by improving transparency in transactions between governments and companies in the extractive industries. This transparency will in turn improve public awareness of the revenues from these industries, increasing the likelihood that they will contribute to sustainable development and poverty reduction. Goldcorp is an active supporter of the EITI, through the Corporation’s membership in the ICMM and individual corporate action. For example, payments with respect to the Marlin Mine in Guatemala have been disclosed locally on billboards and internationally on the internet since the Marlin Mine initiated operations in 2005. In countries where governments have indicated a desire to be a part of the process, Goldcorp is actively involved in contributing to the success of the initiative.

• Voluntary Principles on Security and Human Rights (“Voluntary Principles”) – Governments of the United States and the United Kingdom, companies in the extractive and energy sectors and non-governmental organizations have developed a set of voluntary principles to guide companies in maintaining the safety and security of their operations within an operating framework that ensures respect for human rights and fundamental freedoms. Although Goldcorp is presently in the process of reviewing its formal participation in the Voluntary Principles, the Corporation nonetheless embraces the Voluntary Principles and seeks to support their core values, including multi-stakeholder dialogue among government, non-government organizations and the Corporation.

See also, “Environmental and Sustainability Policy” below.

Human Rights Policy

Goldcorp has adopted a human rights policy (the “Human Rights Policy”) which integrates human rights best practices into business processes and informs decision-making and due diligence processes. The Human Rights Policy provides that Goldcorp shall operate in a way that respects human rights of employees and the communities in which the Corporation operates. The Human Rights Policy is guided by international laws and provides for, among other things, human rights of indigenous peoples in association with Convention 69 of the International Labour Organization (“ILO Convention 169”).

The Human Rights Policy recognizes that while governments have the primary responsibility to protect human rights, Goldcorp’s activities have the potential to impact the human rights of individuals affected by its

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business operations. As such, the Human Rights Policy provides that Goldcorp will seek constructive dialogues and partnerships with a variety of stakeholders on its human rights performance, especially those impacted directly by its operations. Furthermore, beginning in 2012, to meet its responsibilities to respect human rights, the Corporation plans to train all of its employees and contractors on human rights and the Human Rights Policy. This training and its impact will be monitored and measured for effectiveness.

The Sustainability, Environment, Health and Safety Committee of the Board of Directors is responsible for overseeing the Human Rights Policy and information regarding assessments and performance will be made available to the public through annual GRI reporting. The Human Rights Policy is available on the Corporation’s website at www.goldcorp.com in English, Spanish and French.

Environmental and Sustainability Policy

Goldcorp has implemented an environmental and sustainability policy (the “Environmental and Sustainability Policy”) which states that the Corporation and its subsidiaries are committed to the protection of life, health and the environment for present and future generations. Resources will be focused to achieve shareholder profitability in all operations without neglecting Goldcorp’s commitment to sustainable development. The needs and culture of the local communities will be respected. All employees are responsible for incorporating into their planning and work the actions necessary to fulfill this commitment. The Environmental and Sustainability Policy is available on the Corporation’s website at www.goldcorp.com.

To meet these responsibilities, Goldcorp will provide its employees with the necessary resources to:

• Design, construct, operate and close the Corporation’s facilities to comply with applicable local regulations and laws and to meet international guidelines.

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

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

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

• Communicate openly with employees, local stakeholders and governments on the Corporation’s plans, programs and performance.

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

• Use the best technologies to continuously improve the safe, efficient use of resources, processes and materials.

Goldcorp believes that its Environmental and Sustainability Policy is effective in that none of its mineral properties received any fines nor notices of violation of environmental laws or regulations during the year ended December 31, 2011 of a material nature. However, Les Mines Opinaca Ltée (“Opinaca”), a wholly-owned subsidiary of Goldcorp, and owner of the Éléonore Project, did plead guilty in 2011 to nine charges of violating Quebec environmental laws in 2008 and 2009, and paid fines totaling C$400,000. The charges related to conducting certain development activities during the exploration phase of the project without first obtaining all necessary permits and exemptions (all of which were subsequently obtained), discharging domestic wastewater from a septic system into a stream, non-compliance with an existing permit to operate a dock in a water reservoir, and improper storage of materials. In addition, Goldcorp’s El Sauzal Mine was fined $8,000 for clearing and road building in an area of approximately 1.5 hectares for a new powder magazine. The fine was paid and the area now has the appropriate permit.

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Goldcorp’s properties are routinely inspected by regulatory staff to ensure that such properties are in compliance with applicable environmental laws and regulations. Such properties are also periodically audited by internal staff to ensure that such properties are in compliance with applicable environmental laws and regulations as well as the Environmental and Sustainability Policy and standards. Such internal review also identifies areas where best practices can be updated. The Sustainability, Environment, Health and Safety Committee of the Board of Directors is responsible for overseeing the Environmental and Sustainability Policy.

As part of Goldcorp’s goal to minimize the impact on the environmental and social aspects of its projects and operations, it develops comprehensive closure and reclamation plans as part of its initial project planning and design. If it acquires a property that lacks a closure plan, Goldcorp requires preparation of a closure plan. As part of the Corporation’s annual strategic business planning, the Corporation, through interaction with its sites, identifies the significant environmental risks and reviews and updates the total closure costs for each property to account for additional knowledge acquired in respect of a property or for changes in applicable laws or regulations. This process ensures that the Corporation properly budgets for the costs associated with implementing the environmental policies.

In addition to the initiatives described above under “Corporate Social Responsibility Policy”, and consistent with the Environmental and Sustainability Policy, additional initiatives of particular importance to Goldcorp relating to the protection of the environment and sustainability are:

• The Western Climate Initiative (the “WCI”) – The WCI is a cooperative effort of US states and Canadian provinces (including British Columbia, Manitoba, Ontario and Quebec) that are collaborating to identify policies to reduce greenhouse gas emissions, including the design and implementation of a regional cap-and-trade program. The design for the WCI cap-and-trade program is comprehensive. When it is fully implemented in 2015, the WCI program will cover up to 90% of the greenhouse gas emissions in WCI partner states and provinces. Goldcorp will continue to monitor developments in the WCI and its potential impacts on its operations in Canada and the United States.

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

• International Cyanide Management Code (the “Cyanide Code”) – The Cyanide Code is a voluntary industry program for companies involved in the production of gold by the cyanidation process and focuses on the management of cyanide and cyanide solutions. The Cyanide Code addresses the production of cyanide, its transport from the producer to the mine, its on-site storage and use, decommissioning and financial assurance, worker safety, emergency response, training, stakeholder involvement and implementation verification. Goldcorp became a signatory to the Cyanide Code in July 2007, and currently has seven mines in four countries that are fully certified under the code (including Red Lake Gold Mines, Porcupine Mine, Musselwhite Mine, Marigold Mine, Los Filos Mine, El Sauzal Mine and Marlin Mine). Goldcorp is moving to have all its nominated operations certified to the Cyanide Code.

As it relates to climate change, the Corporation acknowledges climate change as an international and community concern. Accordingly, Goldcorp supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. Goldcorp is committed to reducing energy consumption and greenhouse gas emissions and it promotes energy efficiency at all of its operations.

Access to available water resources is another environmental concern to the Corporation and is under increasing pressure. Goldcorp’s use of water and energy resources can have potentially significant environmental impact if they are not designed and managed well and, as such, efficient water and energy management is a priority at all Goldcorp’s operations. The efficient use of water is a priority, with a particular focus on recycling process water. Other initiatives that Goldcorp has adopted include predictive water balance models, continuous

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improvement programs, and performance monitoring systems. For operations located in water-sensitive regions, Goldcorp monitors risks associated with water quality and quantity, and the potential impact on local communities.

On May 30, 2011, Goldcorp was recognized by NASDAQ as one of the top 100 companies in the world for its sustainability practices as part of its NASDAQ OMX CRD Global Sustainability Index. The NASDAQ OMX CRD Global Sustainability Index is an equity-weighted index made up of 100 companies that lead in measuring and reporting their carbon footprint, energy usage, water consumption, hazardous and non-hazardous waste generation, workforce initiatives and community investing. Included companies must voluntarily disclose their current environmental, social and governance risks as well as their revenue opportunities and how it will affect future performance. Goldcorp was also added to the Dow Jones Sustainability Index North America in 2010 but was removed from the index in September 2011.

Technical Information

CIM Standards Definitions

The estimated Mineral Reserves and Mineral Resources for the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine, the Éléonore Project, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peñasquito Mine, the Marlin Mine, the Pueblo Viejo Project, the Cerro Blanco Project, the Noche Buena Project, the San Nicolas Project, the Cerro Negro Project and the El Morro Project have been calculated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) — Definitions adopted by CIM Council on December 11, 2005 (the “CIM Standards”) which were adopted by the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The following definitions are reproduced from the CIM Standards:

The term “Mineral Resource” is a concentration or occurrence of diamonds, natural solid inorganic material or natural solid fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

The term “Inferred Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

The term “Indicated Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

The term “Measured Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

The term “Mineral Reserve” is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting,

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that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

The term “Probable Mineral Reserve” is the economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

The term “Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

JORC Code Definitions

The estimated ore reserves and Mineral Resources for the Alumbrera Mine have been calculated in accordance with the current (2004) version of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”), the Australian worldwide standards. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101. The following definitions are reproduced from the JORC Code:

The term “Mineral Resource” means a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

The term “Inferred Mineral Resource” means that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.

The term “Indicated Mineral Resource” means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

The term “Measured Mineral Resource” means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity.

The term “Ore Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.

The term “Probable Ore Reserve” means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include

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consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

The term “Proved Ore Reserve” means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

The foregoing definitions of Ore Reserves and Mineral Resources as set forth in the JORC Code have been reconciled to the definitions set forth in the CIM Standards. If the Ore Reserves and Mineral Resources for the Alumbrera Mine were estimated in accordance with the definitions in the CIM Standards, there would be no substantive difference in such Ore Reserves and Mineral Resources.

Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates

Ore Reserve/Mineral Reserve Estimates

The following table sets forth the estimated gold, silver and copper Ore Reserves/Mineral Reserves for the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peñasquito Mine, the Cerro Negro Project, the Alumbrera Mine, the Marlin Mine, the Pueblo Viejo Project, the Éléonore Project and the El Morro Project as of December 31, 2011:

Proved/Proven and Probable Gold, Silver and Copper Ore/Mineral Reserves ^(1)(2)(9)

	00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00
				Grade						Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
Red Lake Gold Mines (3)	Proven		2.38		12.83		—		—		0.98		—		—
	Probable		9.02		10.24		—		—		2.97		—		—
	Proven + Probable		11.40		10.78		—		—		3.95		—		—
Porcupine Mine	Proven		27.91		1.61		—		—		1.44		—		—
	Probable		67.41		1.21		—		—		2.62		—		—
	Proven + Probable		95.32		1.32		—		—		4.06		—		—
Musselwhite Mine	Proven		3.39		5.78		—		—		0.63		—		—
	Probable		7.90		6.50		—		—		1.65		—		—
	Proven + Probable		11.29		6.28		—		—		2.28		—		—
Marigold Mine	Proven		20.44		0.62		—		—		0.41		—		—
(Goldcorp’s 66  2/3% interest)	Probable		115.28		0.52		—		—		1.91		—		—
	Proven + Probable		135.72		0.53		—		—		2.32		—		—
Wharf Mine	Proven		10.35		0.87		3.08		—		0.29		1.03		—
	Probable		14.93		0.87		3.75		—		0.42		1.80		—
	Proven + Probable		25.28		0.87		3.48		—		0.70		2.83		—
Dee/South Arturo Project	Proven		—		—		—		—		—		—		—
(Goldcorp’s 40% interest)	Probable		17.08		1.70		8.04		—		0.93		4.41		—
	Proven + Probable		17.08		1.70		8.04		—		0.93		4.41		—
Los Filos Mine	Proven		80.96		0.96		5.17		—		2.50		13.45		—
	Probable		231.21		0.71		5.40		—		5.24		40.16		—
	Proven + Probable		312.17		0.77		5.34		—		7.75		53.61		—
El Sauzal Mine	Proven		0.87		1.13		—		—		0.03		—		—
	Probable		4.66		1.50		—		—		0.22		—		—
	Proven + Probable		5.53		1.44		—		—		0.26		—		—
Peñasquito Mine (4)	Proven		626.47		0.54		28.89		—		10.93		581.92		—
Mill	Probable		517.19		0.31		20.16		—		5.08		335.18		—
	Proven + Probable		1,143.65		0.44		24.94		—		16.01		917.10		—

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	0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00
				Grade						Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
Peñasquito Mine (4)	Proven		33.32		0.15		14.39		—		0.16		15.41		—
Heap Leach	Probable		92.10		0.13		9.36		—		0.37		27.71		—
	Proven + Probable		125.42		0.13		10.69		—		0.53		43.12		—
Cerro Negro Project(5)	Proven		—		—		—		—		—		—		—
	Probable		13.87		10.18		86.93		—		4.54		38.78		—
	Proven + Probable		13.87		10.18		86.93		—		4.54		38.78		—
Alumbrera Mine (Goldcorp’s 37 1/2% interest)	Proved		93.00		0.37		—		0.37		1.10		—		759
	Probable		3.00		0.24		—		0.28		0.02				19
	Proved + Probable		96.00		0.36		—		0.37		1.13		—		777
Marlin Mine (6)	Proven		4.41		4.11		133.43		—		0.58		18.92		—
	Probable		3.75		5.52		287.08		—		0.66		34.57		—
	Proven + Probable		8.16		4.76		204.00		—		1.25		53.49		—
Pueblo Viejo Project (7) (Goldcorp’s 40% interest)	Proven		14.47		3.36		26.00		0.08		1.56		12.10		26
	Probable		99.67		2.67		16.22		0.10		8.55		51.97		211
	Proven + Probable		114.14		2.76		17.46		0.09		10.12		64.07		236
Éléonore Project (8)	Proven		—		—		—		—		—		—		—
	Probable		12.48		7.56		—		—		3.03		—		—
	Proven + Probable		12.48		7.56		—		—		3.03		—		—
El Morro Project (Goldcorp’s70% interest)	Proven		215.63		0.58		—		0.57		4.00		—		2,691
	Probable		148.52		0.38		—		0.51		1.84		—		1,669
	Proven + Probable		364.14		0.50		—		0.54		5.84		—		4,360
Total	Proved/Proven										24.62		642.82		3,475
	Probable										40.07		534.58		1,898
	Proved/Proven + Probable										64.7		1,177.40		5,373

(1) All Mineral Reserves or Ore Reserves have been calculated in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101. All Mineral Reserves and Ore Reserves have been reported as of December 31, 2011, other than Mineral Reserves for Marigold, which are as of December 1, 2011.

(2) All Mineral Reserves and Ore Reserves set out in the table above, other than the Mineral Reserves for the Pueblo Viejo Project, have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves for the Pueblo Viejo Project have been reviewed and approved by Robbert Borst, C.Eng., Associate Principal Mining Engineer, Roscoe Postle Associates Inc. (“RPA”), who is a qualified person under NI 43-101.

(3) The Mineral Reserves for the Red Lake Gold Mines set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Canada and the United States — Red Lake Gold Mines, Canada — Mineral Reserve and Mineral Resource Estimates” for further details.

(4) The Mineral Reserves for the Peñasquito Mine set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Mexico — Peñasquito Mine, Mexico — Mineral Reserve and Mineral Resource Estimates” for further details.

(5) The Mineral Reserves for the Cerro Negro Project set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Central and South America — Cerro Negro Project, Argentina — Mineral Reserve and Mineral Resource Estimates” for further details.

(6) The Mineral Reserves for the Marlin Mine set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Central and South America — Marlin Mine, Guatemala — Mineral Reserve and Mineral Resource Estimates” for further details.

(7) The Mineral Reserves for the Pueblo Viejo Project set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Central and South America — Pueblo Viejo Project, Dominican Republic — Mineral Reserve and Mineral Resource Estimates” for further details.

(8) The Mineral Reserves for the Éléonore Project set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Canada and the United States — Éléonore Project, Canada — Mineral Reserve and Mineral Resource Estimates” for further details.

(9) Numbers may not add up due to rounding.

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The following table sets forth the estimated lead and zinc Mineral Reserves for the Peñasquito Mine – Mill as of December 31, 2011:

Proven and Probable Lead and Zinc Mineral Reserves ^(1)(2)(3)(4)

		000,000.00		000,000.00		000,000.00		000,000.00		000,000.00
			Grade				Contained Metal
Category	Tonnes		Lead		Zinc		Lead		Zinc
	(millions)		(%)		(%)		(millions of pounds)		(millions of pounds)
Proven		626.47		0.29		0.69		3,955		9,526
Probable		517.19		0.19		0.46		2,211		5,241
Proven + Probable		1,143.65		0.24		0.59		6,165		14,767

(1) All Mineral Reserves have been calculated in accordance with the CIM Standards. All Mineral Reserves have been reported as of December 31, 2011.

(2) All Mineral Reserves set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.

(3) The Mineral Reserves for the Peñasquito Mine set out in the table above are classified as proven and probable, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Mexico — Peñasquito Mine, Mexico — Mineral Reserve and Mineral Resource Estimates” for further details.

(4) Numbers may not add up due to rounding.

Mineral Resource Estimates

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This section uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

The following table sets forth the estimated gold, silver and copper Mineral Resources for the Red Lake Gold Mines, the Cochenour Deposit, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine, the Éléonore Project, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peñasquito Mine, the Cerro Negro Project, the Marlin Mine, the Pueblo Viejo Project, the El Morro Project, the Cerro Blanco Project, the Noche Buena Project, the San Nicolas Project and the Camino Rojo Project as of December 31, 2011:

Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources ^{(1)(2)(9)(10)}

(excluding Proved/Proven and Probable Mineral Reserves)

	0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00
				Grade						Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
Red Lake Gold Mines (3)	Measured		2.15		15.01		—		—		1.04		—		—
	Indicated		4.59		11.36		—		—		1.68		—		—
	Measured + Indicated		6.74		12.52		—		—		2.71		—		—
	Inferred		2.98		14.09		—		—		1.35		—		—
Cochenour Deposit (3)	Measured		—		—		—		—		—		—		—
	Indicated		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—
	Inferred		9.27		10.77		—		—		3.21		—		—
Porcupine Mine	Measured		45.99		1.18		—		—		1.75		—		—
	Indicated		146.64		1.09		—		—		5.12		—		—

- 21 -

	00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00
				Grade						Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
	Measured + Indicated		192.63		1.11		—		—		6.87		—		—
	Inferred		15.10		2.08		—		—		1.01		—		—
Musselwhite Mine	Measured		0.15		4.81		—		—		0.02		—		—
	Indicated		0.70		5.50		—		—		0.12		—		—
	Measured + Indicated		0.85		5.38		—		—		0.15		—		—
	Inferred		4.99		5.72		—		—		0.92		—		—
Marigold Mine	Measured		1.24		0.41		—		—		0.02		—		—
(Goldcorp’s 66  2/3% interest)	Indicated		18.68		0.42		—		—		0.25		—		—
	Measured + Indicated		19.92		0.42		—		—		0.27		—		—
	Inferred		6.68		0.45		—		—		0.10		—		—
Wharf Mine	Measured		0.75		0.78		1.67		—		0.02		0.04		—
	Indicated		5.36		0.80		3.68		—		0.14		0.64		—
	Measured + Indicated		6.11		0.80		3.44		—		0.16		0.68		—
	Inferred		—		—		—		—		—		—		—
Éléonore Project (4)	Measured		0.14		10.01		—		—		0.04		—		—
	Indicated		1.23		11.05		—		—		0.44		—		—
	Measured + Indicated		1.36		10.95		—		—		0.48		—		—
	Inferred		12.25		10.60		—		—		4.17		—		—
Dee/South Arturo Project	Measured		—		—		—		—		—		—		—
(Goldcorp’s 40% interest)	Indicated		12.99		1.32		8.84		—		0.55		3.69		—
	Measured + Indicated		12.99		1.32		8.84		—		0.55		3.69		—
	Inferred		6.33		0.77		6.98		—		0.16		1.42		—
Los Filos Mine	Measured		7.89		1.95		9.55		—		0.50		2.42		—
	Indicated		42.70		1.04		7.24		—		1.42		9.94		—
	Measured + Indicated		50.58		1.18		7.60		—		1.92		12.37		—
	Inferred		158.37		0.77		5.86		—		3.91		29.86		—
El Sauzal Mine	Measured		1.45		0.92		—		—		0.04		—		—
	Indicated		0.70		1.51		—		—		0.03		—		—
	Measured + Indicated		2.15		1.11		—		—		0.08		—		—
	Inferred		0.04		1.35		—		—		0.00		—		—
Peñasquito Mine (5)	Measured		136.24		0.16		13.11		—		0.68		57.43		—
Mill	Indicated		512.93		0.18		12.40		—		2.95		204.54		—
	Measured + Indicated		649.17		0.17		12.55		—		3.63		261.97		—
	Inferred		146.70		0.19		8.81		—		0.90		41.54		—
Peñasquito Mine (5)	Measured		4.07		0.05		4.61		—		0.01		0.60		—
Heap Leach	Indicated		24.81		0.07		3.85		—		0.05		3.07		—
	Measured + Indicated		28.88		0.07		3.95		—		0.06		3.67		—
	Inferred		56.21		0.16		1.67		—		0.29		3.01		—
Cerro Negro Project (6)	Measured		—		—		—		—		—		—		—
	Indicated		5.24		3.26		18.45		—		0.55		3.11		—
	Measured + Indicated		5.24		3.26		18.45		—		0.55		3.11		—
	Inferred		4.56		7.12		35.11		—		1.04		5.15		—
Marlin Mine (7)	Measured		0.08		2.49		120.86		—		0.01		0.30		—
	Indicated		0.47		2.20		89.09		—		0.03		1.35		—
	Measured + Indicated		0.55		2.24		93.54		—		0.04		1.65		—
	Inferred		0.85		3.47		202.29		—		0.09		5.50		—
Pueblo Viejo Project (8)	Measured		1.39		2.14		12.53		0.12		0.10		0.56		4
(Goldcorp’s 40% interest)	Indicated		71.30		1.88		10.39		0.08		4.30		23.82		132
	Measured + Indicated		72.69		1.88		10.43		0.08		4.40		24.37		136
	Inferred		9.05		1.61		12.76		0.08		0.47		3.71		15
El Morro Project	Measured		24.54		0.36		—		0.35		0.28		—		187
(Goldcorp’s 70% interest)	Indicated		84.80		0.28		—		0.31		0.77		—		572
	Measured + Indicated		109.34		0.30		—		0.31		1.05		—		758
	Inferred		536.04		0.25		—		0.34		4.22		—		3,979
Cerro Blanco Project	Measured		—		—		—		—		—		—		—
	Indicated		2.52		15.64		72.00		—		1.27		5.80		—
	Measured + Indicated		2.52		15.64		72.00		—		1.27		5.80		—
	Inferred		1.35		15.31		59.60		—		0.67		2.60		—
Noche Buena Project	Measured		—		—		—		—		—		—		—
	Indicated		71.75		0.42		14.06		—		0.96		32.44		—

- 22 -

	00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00		00,000.00
				Grade						Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
	Measured + Indicated		71.75		0.42		14.06		—		0.96		32.44		—
	Inferred		17.67		0.42		13.92		—		0.24		7.91		—
San Nicolas Project	Measured		0.40		0.96		46.54		0.73		0.01		0.59		7
(Goldcorp’s 21% interest)	Indicated		16.40		0.47		28.59		1.34		0.25		15.07		485
	Measured + Indicated		16.79		0.48		29.01		1.33		0.26		15.66		491
	Inferred		1.47		0.37		23.83		1.28		0.02		1.13		41
Camino Rojo Project	Measured		28.99		0.66		13.50		—		0.61		12.55		—
	Indicated		111.90		0.60		11.10		—		2.17		40.00		—
	Measured + Indicated		140.88		0.62		11.60		—		2.79		52.55		—
	Inferred		27.39		0.40		6.70		—		0.36		5.86		—
Total	Measured										5.12		74.49		197
	Indicated										23.08		343.47		1,189
	Measured + Indicated										28.20		417.97		1,385
	Inferred										23.13		107.69		4,036

(1) All Mineral Resources have been calculated in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101. All Mineral Resources have been reported as of December 31, 2011, other than Mineral Resources for Marigold, which are as of December 1, 2011 and Mineral Resources for San Nicolas, which are as per information provided by Teck Resources Limited (2001 Study).

(2) All Mineral Resources set out in the table above, other than Mineral Resources for the Pueblo Viejo Project, have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources for the Pueblo Viejo Project have been reviewed and approved by Chester Moore, P.Eng., Principal Geologist, RPA, who is a qualified person under NI 43-101.

(3) The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Canada and the United States — Red Lake Gold Mines, Canada — Mineral Reserve and Mineral Resource Estimates” for further details.

(4) The Mineral Resources for the Éléonore Project set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Canada and the United States — Éléonore Project, Canada — Mineral Reserve and Mineral Resource Estimates” for further details.

(5) The Mineral Resources for the Peñasquito Mine set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Mexico — Peñasquito Mine, Mexico — Mineral Reserve and Mineral Resource Estimates” for further details.

(6) The Mineral Resources for the Cerro Negro Project set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Central and South America — Cerro Negro Project, Argentina — Mineral Reserve and Mineral Resource Estimates” for further details.

(7) The Mineral Resources for the Marlin Mine set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Central and South America — Marlin Mine, Guatemala — Mineral Reserve and Mineral Resource Estimates” for further details.

(8) The Mineral Resources for the Pueblo Viejo Project set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Central and South America — Pueblo Viejo Project, Dominican Republic — Mineral Reserve and Mineral Resource Estimates” for further details.

(9) All Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability. Inferred Mineral Resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assured that all or part of the Inferred Mineral Resources will ever be upgraded to a higher category.

(10) Numbers may not add up due to rounding.

- 23 -

The following table sets forth the estimated lead and zinc Mineral Resources for the Peñasquito Mine, the Camino Rojo Project and the San Nicolas Project as of December 31, 2011:

Measured, Indicated and Inferred Lead and Zinc Mineral Resources ^(1)(2)(4)

(excluding Proven and Probable Mineral Reserves)

	0,000.00		0,000.00		0,000.00		0,000.00		0,000.00		0,000.00
				Grade				Contained Metal
Deposit	Category	Tonnes		Lead		Zinc		Lead		Zinc
		(millions)		(%)		(%)		(millions of pounds)		(millions of pounds)
Peñasquito Mine (3)	Measured		136.24		0.14		0.37		411		1,100
Mill	Indicated		512.93		0.12		0.32		1,367		3,670
	Measured + Indicated		649.17		0.12		0.33		1,778		4,770
	Inferred		146.70		0.13		0.26		436		828
Camino Rojo Project	Measured		28.99		0.23		0.37		150		238
	Indicated		111.90		0.17		0.37		429		912
	Measured + Indicated		140.88		0.19		0.37		580		1,150
	Inferred		27.39		0.08		0.25		50		154
San Nicolas Project	Measured		0.40		—		3.60		—		31
	Indicated		16.40		—		1.80		—		651
	Measured + Indicated		16.79		—		1.84		—		682
	Inferred		1.47		—		1.43		—		47
Total	Measured								561		1,369
	Indicated								1,796		5,234
	Measured + Indicated								2,357		6,602
	Inferred								486		1,029

(1) All Mineral Resources have been calculated in accordance with the CIM Standards. All Mineral Resources have been reported as of December 31, 2011, other than Mineral Resources for San Nicolas, which are as per information provided by Teck Resources Limited (2001 Study).

(2) All Mineral Resources set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.

(3) The Mineral Resources for the Peñasquito Mine set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Description of the Business — Mineral Properties — Mexico — Peñasquito Mine, Mexico — Mineral Reserve and Mineral Resource Estimates” for further details.

(4) Numbers may not add up due to rounding.

- 24 -

MINERAL PROPERTIES

CANADA AND THE UNITED STATES

The Corporation’s properties in Canada and the United States include the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Éléonore Project, the Marigold Mine (66 ²/3%), the Wharf Mine and the Dee/South Arturo Project (40%). The Red Lake Gold Mines and the Éléonore Project, each described below, are considered to be material mineral properties to Goldcorp.

RED LAKE GOLD MINES, CANADA

The Red Lake Gold Mines are directly and indirectly wholly-owned by Goldcorp. The Red Lake Gold Mines are located in the Red Lake district, Ontario. The Bruce Channel discovery at the nearby Cochenour project secures control of 8 kilometres of strike length in the heart of the Red Lake trend. Development of the Cochenour project is advancing toward first gold production in 2014.

Stephane Blais, P.Eng., Technical Services Manager, Red Lake Gold Mines, Chris Osiowy, P.Geo., Manager of Exploration, Red Lake Gold Mines, and Ian Glazier, P.Eng., Processing Manager, Red Lake Gold Mines, prepared a technical report in accordance with NI 43-101 entitled “Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report” (the “Red Lake Report”) dated March 14, 2011, as amended March 30, 2011. Stephane Blais, Chris Osiowy and Ian Glazier are each qualified persons under NI 43-101. The following description of the Red Lake Gold Mines has been summarized, in part, from the Red Lake Report and readers should consult the Red Lake Report to obtain further particulars regarding the Red Lake Gold Mines. The Red Lake Report is available for review under Goldcorp’s profile on SEDAR at www.sedar.com.

All scientific and technical information in this summary relating to any updates to the Red Lake Gold Mines since the date of the Red Lake Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Red Lake Report.

Project Description and Location

The Red Lake Gold Mines are owned by Goldcorp (72%) and Goldcorp Canada (28%) through a partnership. The operations comprise the former Campbell and Red Lake underground mines, which are now integrated and operate as a single entity by the partnership. For the purposes of the Red Lake Report, the shafts and mill at Red Lake are collectively termed the Red Lake Complex and those at Campbell are termed the Campbell Complex. The combined mine area can also be referred to as the greater Red Lake–Campbell Complex. The Cocheneur Complex covers mineralization discovered at the Western Discovery Zone deposit and the former Cochenour–Willans mine. It also includes the former Gold Eagle property; host to the Bruce Channel deposit and the former Gold Eagle Mine. On September 25, 2008, Goldcorp acquired 100% of Gold Eagle Mines Ltd. (“Gold Eagle”), which held the Bruce Channel deposit and adjacent ground, and Goldcorp is in the process of contributing these assets into the Red Lake Gold Mines partnership.

The Red Lake Gold Mines are situated 180 kilometres north of the town of Dryden, Ontario. The Red Lake Complex consists of 89 patented mineral claims covering 1,254 hectares and the Campbell Complex consists of 77 patented mineral claims covering 1,084 hectares. The claims are held in the name of either Goldcorp, or Goldcorp Canada, or jointly by the two companies. The Cochenour Complex, which is comprised of the former Cochenour-Willans mine, the Bruce Channel and Western Discovery Zones, covers 1,358 hectares, and comprises 110 patented mineral rights, licences of occupation, lease mineral rights, and one staked claim. The tenure is jointly held in the names of Goldcorp (72%), Goldcorp Canada (28%) or, in the case of 72 of the claims, currently beneficially held by Goldcorp but later to be held in the names of Goldcorp (72%) and Goldcorp Canada (28%). Note that patents are renewable so long as the lease is being used for mining purposes and either actual production is being carried out or exploration is being performed. Required fees and duties have been paid to the appropriate authorities and the claims are in good standing.

Goldcorp holds sufficient surface rights to support the Red Lake–Campbell mining operations, and associated infrastructure, and sufficient surface rights in the Cochenour Complex to support any proposed re-

- 25 -

development. Environmental permits are required by various federal, provincial, and municipal agencies, and are in place for all current operations. No new permits are currently required for current exploration activity and mining operations, but existing permit amendments are required from time to time. In 2011, applications for amendments were made for tailings management area upgrades and air/noise permit amendments. Approval has been obtained for the tailings management amendment, while approval for the air/noise permit amendment is currently pending. A new consolidated closure plan was submitted in 2011 and is in the process of being updated and re-submitted for approval. Goldcorp is satisfied that all environmental liabilities are identified in the existing closure plans for the operations, which are limited to those that would be expected to be associated with gold mines that have been operating for about 60 years, and where production is from underground sources, including roads, site infrastructure, and waste and tailings disposal facilities.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Red Lake area is accessible by Highway 105, which joins the Trans Canada highway at Vermillion Bay, 175 kilometres south and 100 kilometres east of Kenora, Ontario. Commercial air services operate to Red Lake from Thunder Bay and Winnipeg. The climate in the Red Lake area is typical of a northern continental boreal climate with warm summers and cold winters. Temperatures range from 18 to 25 degrees Celsius in July, to minus 20 to minus 35 degrees Celsius in January. Annual precipitation is 650 millimetres, with snow generally on the ground from about November to March. Mining operations are conducted year-round.

Mining activities are conducted in and about the municipality of Red Lake (population 4,500) and are located near established power and road infrastructure. Local businesses offer most goods and services required for mineral exploration and development. Additional supplies can be sourced as needed from Thunder Bay, Winnipeg and Toronto. Together with multiple shaft accesses to the underground workings, Goldcorp maintains administrative, technical, operations support, and processing facilities on the active sites. There are modern camp facilities to maintain the required permanent workforce for operations and construction. Potable water is supplied by the municipality, and paid for on a usage basis. Process water is taken from Balmer Lake and Sandy Bay. Power is supplied through Hydro One via a radial line. Diesel-powered generators provide temporary emergency power in the event of a main electrical disruption to allow the mine site to maintain basic services. Waste rock is stored in designated areas at both the Red Lake and Campbell Complexes. The waste pads are located in a historic tailings area east of the site at the Red Lake Complex and on the northeast side of the main tailings pond at the Campbell Complex. The tailings storage facilities at the Campbell and Red Lake Complexes are currently permitted for dam raises that will provide storage to 2016 and 2018, respectively.

Topography comprises irregular hills and discontinuous ridges created by glaciofluvial material and till. These are separated by depressions and hollows occupied by lakes, ponds and muskeg. Much of the region is still untouched and is accessible only by air or canoe. The water level of Red Lake lies at 354 metres above sea level; typically elevations are subdued, with hills rising only about 50 metres above lake level. Vegetation comprises black spruce, fir, larch (tamarack) and pine in the poorer-drained areas, and poplar, birch, willow, alder and mountain ash, with a variety of shrubs in swampy areas. Bedrock outcrops are scattered and consist of less than five percent of the surface area. Soil is characterized by a 30 to 50 centimetre layer of topsoil overlying compact sand with traces of clay, gravel and scattered cobbles and boulders. Low-lying areas contain silty clay sediments that were deposited in glacial lakes.

History

Red Lake Complex

The first recorded prospecting in the Red Lake district was carried out by the northwestern Ontario Exploration Company in 1887. Red Lake was first staked during the Red Lake Gold Rush in 1926. In 1944, the property was re-staked and Dickenson Red Lake Mines Limited was incorporated. Production mining began in 1948 at a rate of 113 tonnes per day and increased to 454 tonnes per day in the 1970s. In the early 1980s, the mill capacity was increased to 907 tonnes per day and long-hole stoping was introduced. The change in mining method resulted in a severe drop in production grade. Cut-and-fill mining was subsequently re-introduced and production increased to approximately 907 tonnes per day by 1993 to 1994. An exploration core drilling program initiated in 1995 within the lower levels of the mine resulted in the discovery of a cluster of high grade gold veins. The #3 shaft was developed from January 2004 to January 2007 to a depth of 1,925 metres. Since the beginning of operations in 1948 until the

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end of 2010, 10.3 million tonnes grading 26.71 grams per tonne of gold has been treated, producing 8,331,845 gold ounces.

Campbell Complex

The Campbell claims were staked in 1926. Subsequently, there was a period of claim cancellations and re-staking of the area. In the 1940s, George and Colin Campbell re-staked the area, Campbell Red Lake Mines was incorporated and Dome Mines Limited (“Dome Mines”) purchased an option that eventually resulted in Dome Mines acquiring a 57% ownership interest in the Campbell Red Lake Mines company. In 1946, after additional exploration had been carried out, a four-compartment shaft with four levels was sunk to a depth of 182 metres. Mill construction began in 1948 and the mill went into operation the following year reaching a capacity of 272 tonnes per day. The shaft was deepened to 655 metres in the 1950s, to exploit a high-grade zone discovered on the 14^th level of the mine. Following the merger between Campbell Red Lake Mines, Dome Mines and Placer Development Limited, in the 1980s, an autoclave was installed at the Campbell Complex, replacing the existing roaster, the mill flotation circuit was upgraded, a paste-fill plant constructed, an underground decline developed, and the Reid Shaft was commissioned. Since the beginning of operations in 1946 until the end of 2010, 20.4 million tonnes grading 19.78 grams per tonne of gold has been mined, producing 12,113,448 gold ounces.

Cochenour Complex

The original claims on the Cochenour-Willans property were staked in 1926 to 1927 by W.M Cochenour, D. Willans and H.G. Young and in 1928 the Cochenour–Willans syndicate was formed. Cochenour–Willans Gold Mines Ltd. was incorporated in 1936 and production began in 1939 at a rate of 136 to 181 tonnes per day. Operations ran for 32 years, from 1939 to 1971, during which about 2.1 million tonnes grading 18.44 grams per tonne of gold was processed with approximately 1.24 million ounces of gold recovered. Underground mine workings extended down to the 670 metre level. A flotation circuit and smelting plant was constructed in 1940 and a roaster was added in 1947 to treat arsenical ore. The property was expanded through exercise of an option on the Marcus Mines Ltd. ground holding (“Marcus”) in 1951 and the Martin–McNeely Mines Ltd. tenure package (“Wilmar”) in 1958. Two exploration drives were completed by 1963 to the properties from 396 metres, 4,572 metres northeast and 1,676 metres southeast respectively. With the discovery at Wilmar of several gold-bearing lenses, an internal shaft was sunk from the 396 metre level to the 625 metre level with five stations developed at 45 metre intervals. The Cochenour–Willans mine operated at a loss after 1967, largely due to dilution of grade in the talcose ore at depth and the fixed gold price. Production from the Wilmar mine between 1967 and 1971 comprised about 190,510 tonnes at a grade of 10.28 grams of gold per tonne. Between mine closure in 1971 and 1991, the operations had a number of owners, including Camflo Mines, Wilanour Resources, Esso Minerals Canada and Inco Gold Inc. During this period work completed comprised drilling in support of exploration. In 1997, Goldcorp purchased 100% interest in Cochenour–Willans mine area. Goldcorp completed trenching, grab sampling and compilation work between 1998 and 2002. The mine was allowed to flood in 2003. Surface drilling was undertaken from 2002 to 2009, consisting of 94 surface drill holes were drilled, totalling 66,968 metres. Following dewatering, in 2010, renewed access to the underground Cochenour-Willans workings allowed completion of 49 underground drill holes (20,558 metres), together with 17 surface drill holes (including wedges) totalling 13,881 metres.

The Gold Eagle property, which now forms part of the Cochenour Complex, was originally staked in 1926 and re-staked in 1932. From 1932 to 1934, there was a period of surface exploration. In 1934, a shaft was collared and completed to 160 metres, with lateral work on four levels. The mill was brought into production in 1937. In 1938, an internal winze was sunk from the 152 metre level to the 223 metre level which was deepened to 305 metres in 1939. Underground exploration failed to locate additional ore and the mine was closed in 1941. During this time, production appears to have been approximately 184,160 tonnes hoisted and 147,870 tonnes milled for a recovered grade of 7.65 grams per tonne of gold. From 1940 to 1959, mineralization was tested with a number of diamond drill programs, and, in 1959, the small Gold Eagle South Zone was discovered. A joint venture between Exall Resources Ltd. and Southern Star Resources Inc. commenced modern exploration activity in 2003. Work comprised the establishment of a surface grid, geophysical surveying consisting of spectral induced polarization, resistivity, magnetometer, and very low frequency electromagnetic surveys, soil sampling, geological mapping and prospecting over geophysical anomalies, and core drilling. This led to the discovery of the Bruce Channel and Western Discovery Zone deposits in 2004 and such deposits comprise what is now known as the Cochenour Complex. A Mineral Resource estimate was prepared for the Western Discovery Zone in 2004 and Gold Eagle Mines Ltd. was created in 2006.

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Acquisition by Goldcorp

In 2006, Goldcorp purchased the Campbell mine from Barrick, which had acquired Placer Dome Inc. (“Placer Dome”) the same year, and now holds 100% interest in the operations. The Red Lake Gold Mines partnership was formed on April 2, 2007 between Goldcorp Canada (28% interest) and Goldcorp (72% interest) for the principal purpose of operating and developing the combined operations of the Red Lake Complex and the Campbell Complex. On September 25, 2008, Goldcorp acquired 100% of Gold Eagle, which held the Bruce Channel deposit and adjacent ground. Gold Eagle has since been wound-up and its assets distributed to Goldcorp and Goldcorp is in the process of contributing these assets to the Red Lake Gold Mines partnership. Since the acquisition of the Cochenour Complex, the Corporation has continued drilling the deposits so as to generate sufficient drill intercepts and establish geological and grade continuity to support Mineral Resource estimation.

Geological Setting

The Red Lake greenstone belt is situated in the western portion of the Uchi Sub-province. It consists of a series of eastward-trending belts of volcanic and sedimentary rocks and syn-volcanic intrusive rocks that span a time period of approximately 300 million years. The belt is defined by an east–northeast-oriented, bow tie-shaped anticline that is approximately 40 kilometres by 20 kilometres in extent. The Red Lake Gold Mines are underlain mainly by tholeiitic basalt and locally by komatiitic basalt of the Balmer assemblage. The mine sequences include peridotitic komatiite, rhyolite and associated mafic intrusions of the Balmer assemblage. The steeply–plunging, south–southwest-folded package is unconformably overlain by felsic volcaniclastic rocks, and clastic and chemical sedimentary rocks of the Bruce Channel assemblage defining an enveloping syncline–anticline couplet based on younging directions. The synform hinge is located on the north side of the Campbell Complex, east of the HG Young shaft underneath Balmer Lake and the anticlinal hinge is located in the south–central portion of the former party-wall boundary between the Campbell and Red Lake Gold Mines.

Several large, sill-like intrusions, ultramafic to intermediate in composition, are present. The major mineralized zones, although hosted in basalt, are associated with a central ultramafic unit. In general, there are three types of mineralization zones encountered within the Red Lake–Campbell Complex: vein-type ore, disseminated sulphide ore and replacement ore. Structures at the site exhibit three trends: conformable northwest, north to south and east to west. The conformable structures are most common and are sub-parallel to the foliation. The vein systems follow these structures. Complex vein arrays are those which also include the north to south and east to west components. The arrays are most common near high angle mafic–ultramafic rock contacts. The high grade zone (“HGZ”) occurs in such an environment where enhanced dilatency developed and was sustained over a long period of time such that the vein geometry consists of conformable and complex vein arrays that are overprinted by replacement mineralization. The ore veins are normally structurally controlled; averaging 1.5 to 1.8 metres in width and extending over strike lengths ranging from 30 to 300 metres. Sulphide replacement zones vary from three to 12 metres in width and extend over a strike length of 120 to 180 metres.

The Cochenour Complex (including the former Cochenour–Willans mine, the Western Discovery Zone, and Bruce Channel deposit) is underlain by complexly folded, intensely altered, massive and pillowed, mafic and ultramafic volcanic rocks and peridotite intrusions of the Balmer assemblage. Stratigraphy in the mine area strikes east to northeast as defined by interflow strata comprised of banded chert, argillite, siltstone and iron formations. The Cochenour–Willans mine appears folded about a southwest-trending antiform, plunging to the southwest at 50 degrees. A series of massive, rhyolite domes occurs along the west, northwestern flank of the former Cochenour Complex. The Bruce Channel assemblage rests unconformably upon the Balmer assemblage. The south limb of the antiform is defined by west- to west-northwest-trending Bruce Channel metasedimentary rocks. Sulphide mineralization characterized by pyrrhotite and pyrite is commonly found throughout and is invariably present in sections containing or surrounding gold mineralization. Arsenopyrite mineralization occurs frequently within and around the gold zones and a strong association has been documented between extensive zones of fine-grained acicular (felted) arsenopyrite and gold mineralization. Less common sulphides also indicative of the presence of gold include chalcopyrite, galena and sphalerite. The gold mineralization at the Western Discovery Zone is partly hosted within the intrusion and partly in a large inclusion of metasedimentary rocks. Gold mineralization is hosted in quartz veins and veinlet swarms, predominantly east-west trending, flat dipping to the south.

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Exploration

Exploration activities have included regional and detail geological and structural mapping, rock, silt and soil sampling, trenching, reverse circulation and diamond drilling, airborne geophysical surveys, ground IP geophysical surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been carried out.

Since Goldcorp’s acquisition, a new grid was introduced to encompass all properties into one large localized grid and surveyed using Leica 1205 global positioning system (“GPS”). The grid is also referenced to both provincial and federal survey monuments in the area using static surveys of each control point. Regional and detailed geological mapping was completed by Goldcorp and Geological Survey of Canada personnel in a number of phases. Map results were used to elucidate regional lithological relationships, alteration and mineralization, and, in prospect-scale work, to identify areas of quartz veining, alteration, silicification and sulphide outcrop that warranted additional work. Soil, channel, adit, underground, grab and rock sampling were used to evaluate mineralization potential and generate targets for diamond drilling. Geochemical data have been superseded by production data. Airborne and ground geophysical surveys were used to vector into mineralization and generate targets for exploration drill programs. The exploration programs completed to date are appropriate to the style of the deposits and prospects.

Mineralization

The Red Lake Complex has approximate deposit dimensions of 2.2 kilometres north–south, 3.2 kilometres east–west, and remains open down-dip. Mine workings extend to 2,027 metres depth, with the deepest drill intercept currently around 2,600 metre depth. Gold mineralization zones in the Balmer assemblage of the Red Lake trend can be broadly subdivided into two morphological groups, planar to curviplanar zones and plunging zones.

Plunging ore zones may exhibit large tonnages of medium-grade, low-cost mineable material and also very high grades. Much of the ore is non-refractory, high grades being associated with strong silicification, arsenopyrite development and quartz veining. These higher grade, plunging, equant zones have involved more intense siliceous, arsenopyrite-rich replacement and higher degrees of dilation relative to lower grade examples and planar-mineralised zones.

The HGZ consists of quartz-carbonate veins and breccia structures and arsenopyrite replacement mineralization within altered basalts and altered ultramafic rocks. The alteration consists of chlorite, biotite, silica, carbonatization and minor actinolite. The mineralization is characterized by consistent distribution of both coarse and fine flecks of native gold, fine acicular arsenopyrite and pyrrhotite. Accessory mineralization includes chalcopyrite and sphalerite. HGZ is comprised of several distinct lenses. Geometries are complex and may be oriented north-south, northwest-southwest, or east-west and exhibit average strike length of approximately 60 metres and extends for at least one kilometre. Certain mineralized zones at the Campbell Complex occur along a northwest to southeast foliation, and dip to the southwest at 70 to 80 degrees, while other zones are found along the contact of the central ultramafic unit and basalt units.

In the Cochenour-Willans mine proper four styles of mineralization were identified: i) Main Sedimentary facies (“MSF”), ii) North South Veins, iii) Chert and iv) Main Zone. Although gold mineralization is found in a variety of lithologies, the key to significant gold mineralization has been the presence of intense silicification or veining (quartz and/or carbonate). MSF and Chert styles are hosted by east-west trending and the lithological units have been traced and modeled from 120 metres to 280 metres along strike and 500 metres in vertical extent. Widths may range to as much as 7.6 metres wide but generally average 2.5 to 5.0 metres. Gold mineralization within these zones is commonly associated with the arsenopyrite, but is also found within fractures. When the metasedimentary units are crosscut by north–south-trending veins, very high grade gold mineralization is commonly observed. The north–south quartz–carbonate veins are near vertical and in the lower portion of the mine are oriented at a strike of 340 to 360 degrees. Typically the veins are hosted within basalt units and formed within or adjacent shear zones that are two to ten metres wide. The veining is typically in basalts but also crosscut the east-west-trending metasedimentary units, with potential for very high-grade gold mineralization at and proximal to the intersection of the two. Typical widths range from 1.6 to 4.0 metres. The quartz-carbonate veins may be crosscut by later gold-bearing quartz veins with pyrrhotite and arsenopyrite. Minor amounts of pyrite, sphalerite and chalcopyrite may also be present. The Main Zone is found at or proximal to the contact of the East Bay serpentinite with basalts. North to

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south structures are found crosscutting this contact with gold mineralization found preferentially in quartz-carbonate veining at these intersections. Past work has indicated mineralized zones to be about three to six metres wide, exploited by stopes that were ten metres wide, and 15 metres to 60 metres long. The maximum dip extent reported was 200 metres. The Main Zone and West Carbonate zone are similar in mineralization style and setting.

The Gold Eagle Deformation Corridor is located to the west of the Cochenour Mine workings and is approximately 50 to 100 metres wide, is a north to south-trending Gold Eagle Shear (“GES”), dipping to the west at 65 to 70 degrees in close proximity to the faulted unconformity with Bruce Channel assemblage rocks. The intersection of the Cochenour thrust with the GES defines a shallow plunge to the south to southwest, with gold mineralization discovered to date in this area confined to the footwall of the thrust and the GES. Gold mineralization is located parallel to and partially within the deformation corridor and/or immediately in the footwall. Over its considerable vertical (more than 1,500 metres) and horizontal strike (more than 800 metres) extent the zone is characterized by several styles of mineralization, including: i) quartz-actinolite flooding and/or large brecciated quartz carbonate veins, ii) strongly brecciated mafic volcanics with quartz-carbonate veining with biotite and carbonate alteration, and iii) strongly brecciated intermixed iron formation and mafic volcanics with quartz actinolite veining plus or minus arsenopyrite. Sulphides of pyrrhotite and pyrite may also be present and are more abundant within the metasedimentary units (cherts, banded iron formation and argillite). The mineralization is typically two to five metres wide, but is also commonly present as a series of stacked or multiple mineralized structures.

The Western Discovery Zone is located approximately 500 metres west of the past producing Gold Eagle Mine shaft and bears similarities to gold mineralization seen at the Gold Eagle Mine. Two vein systems are in the mine: (i) the Gold Eagle vein: maximum of 0.8 metres in thickness, commonly part of a wider vein zone up to 1.2 metres wide, and (ii) the No. 1 Shearing: veining with minor sulphides (pyrite, pyrrhotite), and overall sulphides more abundant in well-fractured veining. Lesser chalcopyrite, galena also present together with free gold. Orientation of the structures are generally at 115 degrees/52 degrees south and are found within a granodiorite stock and greywacke pendants. The zone is comprised of three to four horizons of sub-horizontal veins ranging from one centimetre to 1.5 centimetres in thickness.

Drilling

Surface Drilling

Surface drill methods typically employed core drilling methods. Core for surface drilling is typically NQ size being 47.6 millimetre diameter. Occasionally, surface core holes are reduced from NQ to BQ size being 36.4 millimetres if difficult drilling conditions are encountered. Underground core holes are typically NQ2 (1.99 inch diameter), BQ (36.5 millimetres) and AQTK (30.5 millimetres) sizes. The larger diameter core is primarily used in exploration programs where drill density is sparse and drill holes are normally greater than 300 metres in length. Underground definition and delineation drilling is AQTK wire-line (30.4 millimetre diameter) core and is based upon an approximate three to 15 metre interval spacing. Drilling performed at the Western Discovery Zone and Bruce Channel deposit was completed using primarily NQ size drill coring with a minor amount of BQ size drill coring. When breakage of the core was required to fill the box, edged tools and accurate measure of pieces to complete the channels was the common practice to minimize core destruction. The end of every run was marked with a wooden tick and the final depth of the run. Core was transferred to wooden core boxes, marked with “up” and “down” signs on the edges of the boxes. The drill hole number, box number and starting depth for the box was written before its use and end depth was recorded upon completion. All information was marked with indelible pen on the front side of the box and also on the cover. Core is transferred from the drill rig to Goldcorp’s core shacks located on the Cochenour or Red Lake Gold Mines mine sites. Surface and underground core is logged at the core facilities. Transport of exploration core boxes to the core shed was done by Goldcorp’s personnel that was managing the drill program or the drilling supervisor. Core is received at the core shack by Goldcorp personnel and organized for placement in core racks prior to logging by geology staff. Upon arrival at the core facility, drill core is marked up by a geologist and then geologically logged into the computer system utilizing a customized commercially available software program. All drill core data is logged using computer codes for the various rock types, mineralization, alteration characteristics and structural/geotechnical data. The shear structures containing the various mineralized zones are logged in detail to establish the zone width and most appropriate sampling interval. Select drill holes are photographed and digital files are stored on hard disc.

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The collars of all drill holes are surveyed by transit for location, bearing and dip and tied into the mine grid using Topcon’s Hyper, dual constellation, real time kinematic system, which is a differentially corrected global positioning system. The GPS unit is regularly checked for calibration.

Down-hole surveys have been conducted in a systematic manner with a Gyroscopic survey instrument (unaffected by magnetics) used for drill holes steeper than 70 degrees, and a Reflex Maxibor survey instrument used for drill holes with flatter dips. Site specifications require down-hole surveys at 30 metre intervals or less. Down-hole surveys at the Campbell Complex have utilized the Reflex and Ranger electronic compass single-shot surveys tests. Most of the drill holes greater than 120 metres are surveyed using the Maxibor method. Since 2006 down-hole surveying on both complexes utilizes a combination of testing equipment depending on the depth of holes.

Due to the age of the operation and the time span of drilling on the Red Lake Gold Mines, there are a few drill holes where there is doubt about the intercept location. However, statistical tests of the drill results performed to date indicate that any location errors in drill holes that support estimation of Mineral Resources or Mineral Reserves are not material. Mining to-date has not encountered significant problems with miss located drill intercepts and ore outlines conform well to the outlines. Goldcorp continues to re-survey holes that appear to have location or down-hole problems; however, the deviation in the drill holes is generally small and predictable.

Core quality is very high in both the Red Lake and Cochenour Complexes, with core recovery on average greater than 95% on all core sizes. There are no areas where poor recovery is consistently encountered. The quantity and quality of the lithological, geotechnical, collar and down-hole survey data collected in the exploration and infill drill programs are sufficient to support Mineral Resource estimation.

Sampling and Analysis

Since production recommenced at the Red Lake Gold Mines in 2000, all detailed infill (definition) drilling holes are sent as whole core for assaying. Whole core is often submitted where a deposit contains coarse gold. A certain amount of core is cut and retained. This core in recent years has been from select deep HGZ drilling and surface drilling. Core is being split in both complexes in such a way that host rock, veins/mineralization that are visible are and were oriented to give as best as possible equal halves. A variety of core that was drilled from various locations from surface and underground is stored on site.

Currently, exploration drill data spacing for the Red Lake Gold Mines range from 45 metres to 100 metres. In development and stope areas, underground drilling infills this spacing to approximately 7.5 to 15 metres by 7.5 to 15 metres. Intercept spacing is variable due to the irregular location of drill sites and the complex distribution of the mineralized zones. In the Western Discovery Zone and Bruce Channel deposit areas, the exploration programs are currently delineating the mineralization on drill spacing of approximately 100 metres by 100 metres.

Muck and chip sampling is performed on a blast by blast basis by the production geology team, while muck sampling is done by the miner during the mucking process. Muck samples are used to provide a general guide and back-up information for day to day operation, while test holes are required to ascertain that no mineralization is missed in the walls of the stope. All chip samples are taken either by a geologist or an experienced sampler. A weighted average grade is determined for each blast based on the assay results of those samples influencing the grade of the volume blasted. These samples are most often collected at the mid-lift elevation. Occasionally, wall samples are also used to determine grade when the geometry of the vein dictated this usage. The volume used to calculate the blast grade is the estimated volume preceding the face. Although sampling guidelines are such that geologic boundaries are to be respected, the minimum sampling chip recommended is 0.15 metres. Where possible, 0.6 metre channel chips are preferentially taken, in an effort to duplicate the optimized drill sample interval of 0.6 metres. Production chip samples typically weigh about one kilogram. Samples along the chip sample string bracketing the mineralized structures are carefully taken to assist in the modeling of mineralized structures. Computerized modeling is facilitated by snapping to the grading selvage in contact with waste when the geologist is wire-framing a three-dimensional solid interpretation of the of an ore lens.

Muck samples are taken extensively during mining, and are collected from the majority of the ore blasts during silling and subsequent mining. On average, at both complexes one muck sample is taken for every 20 tonnes of ore. At the Campbell Complex muck samples are used for reconciliation whereas at the Red Lake Complex chip samples are the predominant assay type used in reconciliation.

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Test-hole sampling is used at the mines as a grade control tool only. Generally, test-holes are 2.4 metres long and three samples are collected from each. Test-hole results are used only to identify economic mineralization in the walls of drifts and stopes and are not used to estimate grade. This information may result in further extraction, as required, to recover additionally-defined mineralization.

In the opinion of the authors of the Red Lake Report, the sampling methods are acceptable, meet industry-standard practice, and are acceptable for Mineral Resource and Mineral Reserve estimation and mine planning purposes.

Data Verification

Validation checks are performed by operations personnel on data used to support estimation comprise checks on surveys, collar co-ordinates, lithology data, and assay data. The database that supports Mineral Resource and Mineral Reserve estimation is validated using quality control routines in the acQuire^® software program to check for gaps, overlaps and duplicate entries. The data then runs through a final check when the logging is performed and the data is set for approval. Datamine is used as a final check to verify the location and accuracy of chip samples and drill holes. Where errors are noted, the geologists fix the problem, prior to the database being used for estimation purposes. The process of data verification for the Red Lake Gold Mines has been performed by external consultants and Goldcorp personnel. Goldcorp considers that a reasonable level of verification has been completed, and that no material issues would have been left unidentified from the programs undertaken. The authors of the Red Lake Report have reviewed the appropriate reports, and are of the opinion that the data verification programs undertaken on the data collected from the Red Lake Gold Mines adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation, and in mine planning: no sample biases were identified from the quality assurance and quality control (“QA/QC”) programs undertaken; sample data collected adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposit; external reviews of the database have been undertaken in support of acquisitions, support of feasibility-level studies, and in support of technical reports, producing independent assessments of the database quality. No significant problems with the database, sampling protocols, flowsheets, check analysis program, or data storage were noted.

Security of Samples

From the Red Lake Gold Mines inception to date, Red Lake Gold Mines staff of the operator at the time were responsible for the following: sample collection, core splitting, preparation of samples for submission to the analytical laboratory, sample storage and sample security. Staff have been responsible for Red Lake–Campbell Complex run-of mine assaying during the period 1949 to present, which was performed in the mine site laboratories.

Red Lake and Campbell Complexes

The Campbell and Red Lake run-of-mine laboratories primarily performed day to day assays for mining operational purposes; however, exploration core has also been processed through the laboratories. Neither laboratory has held International Organization for Standardization (“ISO”) accreditation; all remaining laboratories used for Red Lake Gold Mines analytical data have held ISO certifications since 2001. From 2000 to 2010 the in-house laboratory at the Campbell Complex has typically processed definition core and performed day to day assays. Exploration core for the Campbell Complex has been processed by offsite laboratories since 2002 to 2003.

Lab Name	Year		Types of samples	Percentage of Samples
	From	To		2008		2009		2010		Three Year Total
Accurassay Laboratories Ltd.	2008	Present	All surface core and some exploration		29.6		18.3		32.8		27.3
Activation Laboratories Ltd.	2009	Present	Some exploration samples				4.1		0.2		1.3
ALS Chemex	1996	2008	Exploration and surface samples		10.9						3.8

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	Year		Types of samples	Percentage of Samples
Lab Name	From	To		2008		2009		2010		Three Year Total
Campbell Lab	1949	Present	Campbell Complex Mine production samples and most definition		26.9		42		46.5		38.3
Goldcorp Lab	1949	1996	Mine production samples and all core
SGS Canada Inc.	1996	Present	Red Lake Complex Mine production samples and some exploration and definition samples		32.7		35.6		20.6		29.3
TSL Laboratories	2000	2005	Exploration samples

Cochenour Complex

Samples from the drill programs completed by Goldcorp at the Cochenour Complex were submitted primarily to Accurassay in Thunder Bay. Actlabs and ALS Chemex acted as check laboratories. With the daily importing of digital assay certificates, data entry personnel identify and resolve problems as necessary including reruns of the batches. Yearly, quarterly QA/QC statistics with charts have been created for a standard review of the laboratory. The sample prep and analysis for all samples is carried out the same, for all laboratories in use. Sample preparation for exploration and run-of-mine samples consists of drying as required, crushing, and selection of a sub-split which is then pulverized to produce a pulp sample sufficient for analytical purposes. In all cases, production samples and drill core are kept separate in the mine site laboratories to reduce the risk of contamination. Samples are typically analyzed using fire assay with a gravimetric or atomic absorption finish, depending on the anticipated grade of the sample. In 2010, selected exploration drill core samples were submitted for inductively-coupled plasma analysis as well as the regular FAAA/GRAVanalysis. A certain percentage of the Red Lake Gold Mines samples were also selected for pulp metallic analysis. At least five percent of the total sample volume submitted for assay as QA/QC samples. One blank or standard reference material (“SRM”) sample is inserted in every twenty to twenty-five samples. The geologist specifies whether a blank or SRM is to be used together with the required SRM range grade range.

When a QA/QC sample fails, a re-run of the batch may be requested. At times, ten samples before the QA/QC sample and ten samples after the QA/QC are sent for re-runs. Once assays are imported into the database the qualified geologists review the assay values and may also request reruns of specific samples if the result is not what was estimated. Goldcorp personnel regularly conduct visits to the various laboratories to conduct a “mini-audit” where employees are observed to ensure that laboratory policies and procedures are being followed. Equipment is also inspected to ensure they are maintained, in good working order and any issues are brought to the attention of the manager. Daily QA/QC is done to ensure the assays being imported into the database are correct. Mine and exploration geologists are required to review the assays and approve or reject them if deemed necessary. Charts and data are examined and reruns are requested where necessary. Bi-weekly reports hi-lighting differences between the estimated grade of samples logged and the actual result are sent to each geologist to review the assays pertaining to their drill program or production sampling, ensure they are acceptable, approve or reject, and if needed, request reruns from the laboratories. Check samples were selected from the labs and sent to a different laboratory for further analysis.

Drill core sample security is maintained at Red Lake-Campbell Complex and Cochenour Complex through supervision of transport of the core from the underground/surface drill or sample site, through to the logging facility and to the in-house or external assay laboratories. Chain-of-custody procedures consist of filling out sample submittal forms that are sent to the laboratory with sample shipments to make certain that all samples are received by the laboratory. Assay pulps and crushed reject material are returned to the geology department, and stored on site. Drill core is stored in wooden core boxes on steel racks in the buildings adjacent to the core logging and cutting facilities. The core boxes are racked in numerical sequence by drill hole number and depth.

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The authors of the Red Lake Report are of the opinion that the quality of the gold analytical data are sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analysis, and security are generally performed in accordance with exploration best practices and industry standards.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for Red Lake Gold Mines as of December 31, 2011:

Proven and Probable Mineral Reserves ^{(1)(2)(3)(4)(5)(6)}

Category	Tonnes		Grade		Contained Metal
	(millions)		(grams per tonne)		(millions of ounces)
Proven		2.38		12.83		0.98
Probable		9.02		10.24		2.97
Proven + Probable		11.40		10.78		3.95

(1) The Mineral Reserves for Red Lake Gold Mines set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.

(2) Based on a gold price of $1,200 per ounce, an exchange rate of C$1.10 and using an economic function that includes variable operations costs and metallurgical recoveries.

(3) The estimated metallurgical recovery rate is 96.5% for the operation as a whole.

(4) Global cut off grade of 7.04 grams per tonne (0.205 ounces per tonne) and marginal cut off grade of 5.63 grams per tonne (0.164 ounces per tonne) used as economic indicators only.

(5) Numbers may not add up due to rounding.

(6) To date, no Mineral Reserves have been prepared or disclosed for the Cochenour Deposit.

The following table sets forth the estimated Mineral Resources for Red Lake Gold Mines as of December 31, 2011:

Measured and Indicated Mineral Resources ^{(1)(2)(3)(4)(6)}

(excluding Proven and Probable Mineral Reserves)

Deposit	Category	Tonnes		Grade		Contained Metal
		(millions)		(grams per tonne)		(millions of ounces)
	Measured		2.15		15.01		1.04
Red Lake Gold Mines	Indicated		4.59		11.36		1.68
	Measured + Indicated		6.74		12.52		2.71
	Inferred		2.98		14.09		1.35
	Measured		—		—		—
Cochenour Deposit (5)	Indicated		—		—		—
	Measured + Indicated		—		—		—
	Inferred		9.27		10.77		3.21

(1) The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.

(2) Based on a gold price of $1,350 per ounce and an exchange rate of C$1.00.

(3) Mineral Resources are reported using variable cut-off grades depending on the mineralization type and zone. The in situ block model has been diluted to minimum horizontal widths of 1.5 metres (3 feet).

(4) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(5) The Inferred Mineral Resources for the Cochenour Deposit are calculated using a top cap grade of 70 to 300 grams per tonne gold depending on the geology and a lower cut-off of 4 grams per tonne gold.

(6) Numbers may not add up due to rounding.

Environmental, permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints have been taken into account. The Mineral Reserves are acceptable to support mine planning. Areas of uncertainty that may materially impact the Mineral Resource and Mineral Reserve estimates include: commodity,

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operating and capital assumptions used; rock mechanics (geotechnical) constraints; constant underground access to all working areas; metal recovery assumptions used.

Mining Operations

Red Lake Gold Mines consists of a single underground operating mine (Red Lake and Campbell Complexes) and an advanced underground exploration program (Cochenour). Mining consists of: longhole and mechanized underhand or overhand cut and fill techniques and development mining methods. In 2012, Red Lake Gold Mines expects to produce 2,728 tonnes per day from which 51% will be provided by the Red Lake Complex and the remaining 49% from Campbell Complex. Production forecasts are achievable with the current equipment and plant, replacements have been acceptably scheduled. Goldcorp has developed a series of management programs for environmental activities, tailings management and occupational health and safety that enable the company to reach its commitments.The financial analysis is based on a pre-tax model. There are currently no royalties payable on the Red Lake Gold Mines for the current operations. The predicted mine life of seven years from the date of the Red Lake Report is achievable based on the projected annual production rate and the Mineral Reserves estimated.

As any typical underground mine, the quantification of Mineral Reserves is limited by the ability to define ore zones in advance of mining. Red Lake Gold Mines, for example, has been a producing operation for more than 60 years and has never had more than eight to ten years of Mineral Reserves at any time throughout that period. Deliberate efforts to install exploration drifts in strategic locations of the mines have allowed for the routine exploration of various ore bodies as the mine progresses. Goldcorp considers that with additional drilling, and taking into the known depth extensions and offsets of current ore zones, there is good potential that the mine life can be extended beyond 2018.

Exploration and Development

Cochenour shaft expansion, the Red Lake/Cochenour drifts and the Red Lake 42-47 Bore hole hoist are three intensive capital projects currently ongoing to provide access to the Cochenour and Red Lake ore bodies at depth.

The horizontal development is planned for both the Red Lake and Campbell Complexes at 14 metres per kilo-tonne of ore with an additional one metre per kilo-tonne of vertical development. Construction of the 5-kilometre haulage drift to connect the Cochenour shaft with the Red Lake Complex on the 5,400 foot level has advanced to a completion level of more than 36% at the end of 2011 and targeted for 66% completion by year-end 2012. Two drills continue to test the exploration potential of this underexplored area. A two-kilometre section of the track was laid from the shaft station. Upon completion, the drift will enable ore from the Cochenour Deposit to be hauled directly to the Red Lake Complex for processing at the existing mill facilities. The drift will also allow the development of significantly more drill stations, thus further accelerating exploration.

The sinking of the Cochenour shaft continues to progress. At the end of 2011, the shaft had been widened to a depth of 83 metres. During 2012, sequencing of near-shaft exploration and initial ore body definition will progress and the ultimate shaft depth and extent of development required will be defined with additional drilling planned this year. In 2011, exploration and development work continued to advance the Upper Red Lake Complex, the Far East Zone and the Footwall Zones into sustained production as alternate sources of ore and to complement the fill the mills program and provide flexibility. Evaluation of the potential of near-surface, bulk long-hole mining, based on recent results from surface drilling, will continue into mid-2012.

Recent drilling of the HGZ has identified the possibility of a fault offset of the zone below the 52 level, approximately 300 metres and five years ahead of the current mining horizon. Deep underground drilling conducted several years ago identified high grade ore intercepts at both the 55 and 57 levels that suggest the continuity of the zone. Drilling efforts are currently investigating the extensions of these intercepts. During 2012, plans are underway to extend the ramp and increase power and ventilation to allow additional exploration drilling in the deepest portions of the mine.

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ÉLÉONORE PROJECT, CANADA

The Éléonore Project is indirectly wholly-owned by Goldcorp. The Éléonore Project, located in northern Quebec, is one of Goldcorp’s significant projects in its development pipeline and a key component of its next generation of growth projects. On target for first production in 2014, development is proceeding on schedule. In November 2011, a certificate of authorization was issued by the Quebec Minister of Sustainable Development, Environment and Parks allowing full construction of the Éléonore Project to commence immediately.

Carl Michaud, Eng., Chief Engineer, Éléonore Project, Andy Fortin, Eng., Manager, Process and Surface Operations, Éléonore Project, Jacques Simoneau, P.Geo., Director, Exploration, Éléonore Project, Eric Chen, P.Geo., Superintendant of Long Range Planning & Modelling, Peñasquito Mine (then, Manager of Mineral Resources, Goldcorp) and Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp prepared a technical report in accordance with NI 43-101 entitled “Éléonore Gold Project, Quebec, Canada, NI 43-101 Technical Report” (the “Éléonore Report”) that has an effective date of January 26, 2012. Carl Michaud, Andy Fortin, Jacques Simoneau, Eric Chen and Maryse Belanger are each qualified persons under NI 43-101. The following description of the Éléonore Project has been summarized, in part, from the Éléonore Report and readers should consult the Éléonore Report to obtain further particulars regarding the Éléonore Project. The Éléonore Report is available for review under Goldcorp’s profile on SEDAR at www.sedar.com.

Project Description and Location

The Éléonore Project is located in the Lake Ell area, in the northeastern part of the Opinaca reservoir of the James Bay region, in the Province of Quebec, Canada. The Éléonore Project is located approximately 350 kilometres north of the towns of Matagami and Chibougamau, and 825 kilometres north of Montreal. The Éléonore Project comprises 369 contiguous claims totalling 19,188 hectares. The claims are 100% owned by Opinaca. A block of four claims totalling 208 hectares located in the central area of the property was purchased in 2011 by Goldcorp through an agreement with Wemindii Exploration and are 100% owned by Opinaca. The Éléonore Project hosts the Roberto gold deposit, which consists of the Roberto, East Roberto, and Zone du Lac lenses. The Roberto deposit is located under the Opinaca reservoir. Claims are map-staked and not surveyed on the ground and are valid for a two year period and can be renewed every two years. In order to maintain tenure, an exploration work equivalent ranging from $135 to $2,500 per claim is required depending on the number of renewals previously granted.

The Éléonore Project is located entirely in Cree territory, or Eeyou Istchee, on Category III lands belonging to the Quebec government and subject to the Convention for the James Bay and Northern Quebec Agreement. Surface leases were obtained from the Department of Natural Resources and Wildlife for all infrastructure planned for the Éléonore Project. Necessary consents and authorizations have been obtained for the road infrastructure, quarries and sand pits currently in operation.

A royalty payable on production from the Éléonore Project to Virginia Gold Mines Inc. (“Virginia”) is set at 2.20% on the first three million ounces of gold, and increases by 0.25% per million ounces thereafter, up to a maximum of 3.5%. The royalty payable in each period is adjusted up or down by an amount ranging between zero and 10%, depending on the gold price in effect during that period. Advanced payment of royalties of US$100,000 per month commenced April 1, 2009. An annual payment is required to be made to the Cree Nation under the Cree Collaboration Agreement.

An environmental impact and social assessment has been carried out, subject to consultation with local communications and a Certificate of Authorization was obtained in November, 2011. The major issues identified include impacts on the environment (Opinaca River and wetlands), the proper management of tailings and waste water, access (roads, airports), social acceptability and management of post reclamation. A mining reclamation plan has been submitted.

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Permits obtained by the company to explore and undertake project development are sufficient to ensure that activities are conducted within the regulatory framework required by the local, Provincial and Federal governments. Additional approvals will be required, including a mining lease from the Ministry of Natural Resources and Wildlife, which is currently being processed.

In the opinion of the authors of the Éléonore Report, there are no pre-existing surface rights which are in conflict with the development project.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The closest towns to the Éléonore Project are Matagami and Chibougamau which are both located approximately 350 kilometres to the south. Currently, there is no permanent road access to the Éléonore property. A winter road, which is functional between January and early April, links the property to Hydro-Quebec’s Sarcelle hydro-electric facility. A permanent road is under construction and is expected to be completed during the summer of 2012. Workers are mobilized on site via a temporary year round air strip located approximately 1.5 kilometres north of the exploration camp. During the summer months, fuel and equipment are transported by barge, floatplane or helicopter. The helicopter is stationed permanently on site. The barge can usually transport as many as 180 45-gallon drums of fuel per trip.

The Éléonore Project area is characterized by cold winters and short, cool, summers. Precipitation varies throughout the year, reaching an average of two metres annually. Exploration activities are currently conducted year-round, but can be temporarily halted during spring thaw and fall freeze-up. Mining activities are expected to be conducted year-round.

The James Bay region is surrounded by extensive hydroelectric facilities and associated infrastructure, the closest of which are the Sarcelle hydro electric facility located 40 kilometres due west of the Éléonore Project on the Opinaca reservoir and the Eastmain Dam located 70 kilometres to the south. The new main 120/25 kilovolt substation was designed taking into consideration redundancy, labour and transport costs, as well as geographical localisation and life expectancy (15 to 25 years). This substation is planned to be in operation by the end of 2012 to support further mine site development. A waste rock pad, with a volume of 330,000 cubic metres, is built for stockpiling rocks during the excavation of the exploration infrastructures (exploration shaft and ramp). Another pad of 150,000 cubic metres is planned in 2012. The tailings area will be fully lined and the filtered tailings will be trucked five kilometres to the tailings area of 80 hectares. The tailings design envisages storage capacity of 26 million tonnes, which is sufficient for the current life-of-mine.

The physiography of the region is typical of the Canadian Shield and includes many lakes, swamps and rivers. Outcrop is limited, due to the presence of the swamps and overlying glacial deposits. The area is characterized by a gently undulating peneplain relief. The elevation of the few hills of this rolling landscape varies between 215 metres and a maximum of 300 metres above sea level. The area is drained by Lake Ell, which is itself part of the Opinaca reservoir. Vegetation is typical of taiga and includes sparse spruce forests separated by large swampy areas devoid of trees.

History

The first recorded exploration in the Éléonore Project area was by Noranda Inc. (“Noranda”), in 1964. Noranda identified a copper showing located within the Ell Lake diorite intrusion. In 2001, Virginia completed regional reconnaissance grab and channel sampling around Noranda’s Ell Lake copper showing; this work identified a number of new showings. A series of mineralization corridors consisting of stockworked gold and chalcopyrite-bearing quartz veinlets were outlined within dioritic to tonalitic intrusions. In addition, a number of mineralized and partially-rounded erratic blocks, located about 300 metres from the mineralized corridors, returned significantly elevated copper, gold, and silver values.

Ground magnetic and inverse polarization/resistivity geophysical surveys were completed in 2002 and resulted in the discovery of several new gold-copper-silver occurrences in the diorite intrusion. During the program, an intensely-altered boulder of quartzo-feldspathic metasediments with disseminated arsenopyrite and pyrrhotite was identified. Subsequent investigation of this boulder and the glacial train in the area indicated that the source area

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was located a few kilometres to the northeast along the contact zone between the diorite intrusion and a cluster of quartzo-feldspathic sediments lying directly north of the intrusion. Additional ground geophysical surveys, including IP/resistivity, magnetics and Hummingbird electromagnetic were performed from 2003 to 2004. A soil geochemical Modified Mercalli Intensities survey was also conducted.

In late 2003, prospecting and reconnaissance mapping were completed ahead of mechanical trenching. The trenches were excavated to test geological, geophysical, and geochemical targets. Grab and channel sampling of the trenches indicated anomalous gold values of over one gram per tonne. The program also identified additional gold occurrences in the diorite intrusion in the southwest portion of the grid.

A helicopter-borne, detailed magnetic survey was carried out in early February 2004 over the northern half of the Ell Lake intrusion and the cluster of metasediments lying to the north.

From June to August 2004, additional trenching was performed on the Roberto zone. Virginia commenced core drilling in September 2005 and by November 2005 a total of 247 core holes had been drilled, 170 of which were on the Éléonore Project. Drilling completed by Virginia successfully extended the mineralization found at surface to a depth of 800 metres below surface. It also extended the mineralization beyond the Roberto Peninsula into the James Bay area and on the North shore of the Ell Lake as well as to the south. In January 2005, Virginia carried out an IP survey that covered a total of 226.3 line kilometres on the northeastern side of the Ell Lake. Also in 2005, a large B-horizon survey encompassing a portion of the property was completed. A total of 1,244 samples were taken at a spacing of 50 metres along lines spaced between 500 metres and 1,000 metres.

In 2006 a helicopter-borne magnetometer and electromagnetic VTEM survey (time domain) with an in-loop configuration was flown over the entire Éléonore Project. The survey was conducted by Geotech Ltd. and totalled 3,123.5 line kilometres. Line spacing was 75 metres and the survey was oriented at 360 degrees north. A more detailed survey was conducted over the Roberto deposit area with line spacing of 50 metres, which was oriented at 90 degrees north. The anomalies located inside the reservoir are large weak conductors and are interpreted to be related to the strong concentration of conductive superficial sediments found in the reservoir. The long anomalies located to the east of Roberto are interpreted to be caused by sediments, such as iron formation and or argilitic sequences that have significant sulphide concentrations. Some of the exploration drilling has targeted some of the sediment-hosted anomalies and results indicate that they do not carry significant gold mineralization.

An in-principle agreement to acquire the Éléonore Project was reached between Goldcorp and Virginia in November 2005 followed by a buyout offer shortly after. Goldcorp took control of the Éléonore Project on March 31, 2006. Since acquisition, the Corporation has performed till sampling, lake-bottom sediment sampling, surface mapping and trenching, additional core drilling, Mineral Resource estimation and geological modeling. Mine construction activities are underway.

Geological Setting

The Roberto deposit is located in Archaean rocks of the Superior Province of Canada in the transition zone between the Opinaca Sub-province and the La Grande Sub-province. The contact between the two sub-provinces is not well known and generally corresponds to regional scale deformation zones and a sharp change in the metamorphic gradient. In some areas, the contact is masked by late intrusions of one or the other sub-province.

The Opinaca Sub-province basin is a sedimentary basin dominated by migmatized paragneisses and diatexites from the Laguiche Complex and intruded by syn to post-tectonic tonalite, granodiorite, granite and pegmatite intrusions from the Janin and Boyd instrusive suites. The metamorphic grade increases from amphibolites facies near the margins to granulite facies toward the center of the basin. The paragneisses are strongly metamorphosed and folded rocks which retained few of their original structures.

The “S-shaped” La Grande Sub-province surrounds the Opinaca Sub-province on its west and north sides, spanning a distance of 450 kilometres in the east-west direction and of 250 kilometres in the north-south direction. The La Grande Sub-Province is an assemblage of volcano-plutonic rocks composed of 85% intrusive rocks and 15% volcano-sedimentary units, the latest forming the volcano–sedimentary units of the La Grande River and Eastmain River green belts. These assemblages overlay an older tonalitic basement. Metamorphic grade increases from the greenschist facies to the amphibolites facies toward the contact with the Opinaca Sub-Province. The Éléonore Project is overlain by rocks of the Eastmain Group of the La Grande Sub-province. At its base the Eastmain Group consists of the Bernou and Kasak Formations, which are composed of basalts and intermediate to felsic tuff.

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Regional faults are mainly present in the La Grande Sub-province and are oriented north–south, east–west, northwest–southeast, and northwest–southeast. In outcrop, the faults can be recognized by either a strong tectonic banding or by the presence of intense shear zones with mylonitization. In the Opinaca Sub-province, faults and shear zones are mainly located along fold limbs.

The Éléonore Project straddles the contact between the Opinaca and the La Grande Sub-provinces. The contact is located in the northeast corner of the property along a northwesterly trend that is defined by a strong shear zone, a change in the magnetic grain, and an increase in the metamorphic gradient. The Éléonore Project is hosted in Achaean-age rocks of a volcano-sedimentary greenstone belt developed near the contact between the Opinaca and La Grande Sub-provinces of the Superior Province. Rock units from the Opinaca Sub-province make up the northeastern corner of the Éléonore Project area. Lithologies are dominated by granite, granodiorites and heterogeneous assemblages of pegmatites, tonalites and granites from the Janin Intrusive Suite intermixed with partially migmatized paragneiss from the Laguiche Complex. The structural grain is oriented in a northwesterly direction evolving to an east–west grain toward the east part of the Éléonore Project area.

Exploration

Virginia performed several mapping and sampling programs from 2001 to 2005. Systematic sampling and detailed mapping in 2002 near the Ell Lake showing led to the discovery of a sulphide-bearing quartzo-feldspathic metasedimentary boulder that returned high gold values on assay. Prospecting and reconnaissance mapping successfully exposed surface outcrops of alteration zones and gold mineralization.

Since the acquisition of the Éléonore Project, Goldcorp has performed additional geological mapping, core drilling, metallurgical testwork, Mineral Resource and Mineral Reserve estimates, baseline environmental, geotechnical and hydrological studies, geophysics and geochemistry surveys and has completed a pre-feasibility study on the Éléonore Project. The coordinate system used for all of the exploration, drilling and support of Mineral Resource and Mineral Reserve data is the Universal Transverse Mercator coordinate system using the North American datum of 1983.

From the summer of 2006 to 2011, small mapping and sampling programs have been carried out by Goldcorp at 1:20,000 scale in various areas of the Éléonore Project. During such period, over 1,000 outcrops have been visited and sampled by Goldcorp geologists. A till sampling survey was completed under the supervision of Rémi Charbonneau of Inlandsis during the summer of 2008, covering the Éléonore Project and consisted of a total of 496 samples collected at 100 metres to 200 metre spacing along lines distributed at every one to 1.5 kilometres. The program outlined six exploration targets, named Sectors A to H. The highest priority targets are considered to be Sector A, which is up-ice from the Roberto deposit, and Sector B, which has two distinct dispersal trains. Sector E is the third-ranked target, located five kilometres down-ice from the Roberto deposit, where the till sampling suggests the potential of gold mineralization due to the abundance of pristine-shaped visible gold grains, counts of five to 20 scheelite grains, high-grade gold results and associated Sb, Sn and Cu anomalies.

A surface IP survey was conducted totaling approximately 21.3 kilometres between 2007 and 2008 on the Roberto deposit area. TMC Geophysique from Val d’Or completed six lines for 5.7 kilometres in 2007 and the survey was completed in 2008 by Geosig Inc. of Quebec, which completed 12 lines for 15.6 kilometres. The survey was successful in identifying anomalies related to the Roberto mineralization and the pole-dipole configuration with 50 metre spaced electrodes is the recommended configuration for the area.

A lake-bottom sediment sampling survey was completed over the northern portion of the Opinaca reservoir during the summer of 2010. A total of 653 samples collected with a 75 metre to 100 metre spacing along north-south lines distributed every 200 metres to 300 metres. The samples were submitted to multi-element analysis by Metal Mobile Ion partial dissolution, followed by sensitive ICP-MS determination. The survey revealed three sectors of interest including Southeast Roberto, Old Camp and North sector.

The main focus of the exploration activities on the Éléonore Project have been focus on advancing the Roberto deposit to development, and therefore the Éléonore concession has not been subject to significant exploration work in the last five years. However, high-quality exploration targets exists, near the Roberto deposit and also on other parts of the concession and warrants further investigation.

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The authors of the Éléonore Report are of the opinion that the exploration programs completed to date are appropriate to the style of the deposits and prospects within the Éléonore Project. The exploration and research work supports the genetic and affinity interpretations.

Mineralization

The Roberto deposit is a clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic setting. It is an atypical deposit that displays some of the characteristics associated with the Greenstone-hosted quartz-carbonate vein deposits of the Geological Survey of Canada.

The La Grande Sub-Province rock units make up most of the Éléonore Project area west of the contact and host the Roberto deposit. Lithologies are dominated by metasedimentary units of the Low Formation and include conglomerates, greywackes, arenites and cherts. Discordantly overlying the Low Formation are basalts and intermediate to felsic tuff units of the Kasak Formation. These units are folded in a large northeast-trending 10 kilometre long open F1 fold. The ten kilometre long Ell Lake diorite intrusion occupies the center of the Éléonore Project, more or less along the center of the large fold structure. The Roberto deposit is hosted in polydeformed greywacke units in contact with aluminosilicate-bearing greywacke and thin conglomerate units. The 1.9 kilometre long crescent shape of the deposit is the result of F2 folding.

Mineralization has been intersected to date to 1,400 metre vertical depth. Gold-bearing zones are generally five to six metres in true thicknesses, varying from two metres to more than 20 metres locally. The mineralized zones are folded with increased thicknesses in the hinge of the folds while limbs are fairly straight and continuous. All zones are still open at depth. The numerous sub-parallel mineralized zones are characterized by gold-bearing quartz–dravite–arsenopyrite veinlets, contained within quartz–microcline–biotite–dravite–arsenopyrite–pyrrhotite auriferous replacement zones. The mineralized zones are visually recognizable. They are light to dark brown in colour due to microcline and tourmaline alterations, with generally abundant sulphide concentration. These darker colours differentiate the mineralized zones because the wall rocks are usually light to medium-grey and have a low sulphide content. Sulphide concentrations within the auriferous zones vary from two percent to five percent, with the main sulphides being arsenopyrite, pyrrhotite and pyrite. Relationships between the nearby diorite and pegmatite intrusions and the gold mineralization event are still unknown.

Drilling

To December 31, 2011, a total of 933 surface drill holes (approximately 428,948 metres) have been completed by Virginia and Goldcorp. Approximately 414,976 metres have been drilled in 1,094 core holes on the property since 2001. Of these drill holes 348 (104,532 metres) were completed by Virginia and 746 (310,944 metres) by Goldcorp. All core diamond drilling completed on the property consists of wireline diamond drilling recovering NQ size (47.6 millimetres) drill core.

Drilling has been conducted over the Roberto deposit on a 1,500 metre by 1,500 metre area. The drilling pattern was designed to sample the deposit orthogonally to the interpreted strike and dip of the gold mineralization. The majority of the core holes were drilled with an inclination varying between negative 45 degrees to negative 63 degrees. Because of the irregular shape of the deposit at surface, core holes and drill sections are oriented from east to west direction in the Main and Bay areas, southwest to north–south in the southern limb area, and east–west to north–south in the northern limb area. All core holes were drilled from surface on sections spaced approximately 25 metres apart in most parts of the deposit. Drill hole spacing of 25 metres by 25 metres is over the bulk of the ore-body to a depth of approximately 250 metres below surface. Between 250 metres and 700 metres below surface, borehole spacing is increased to roughly 50 metres by 50 metres. Below 700 metres, down to approximately 1,000 metres, a borehole spacing of 100 metres by 100 metres is usually implemented.

True thickness interval lengths are defined as being perpendicular to the strike and dip of the mineralization at the point of bore hole intersection. It is the shortest distance between the hanging wall and the footwall points of intersection of the bore hole with respect to the strike and dip of the mineralization. Due to the irregular shape of the ore body, there is no predetermined angle for this.

The location of proposed drill hole collars is assessed using a Trimble GPS and marked with a picket. Front sights are implanted at 15 metres, 30 metres and 55 metres with the GPS and double-checked with a compass.

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Drilling is visually aligned using the front sights. Upon completion of the final collar survey, the planned collar coordinates and the surveyed collar coordinates are compared and any discrepancies investigated.

Down-hole surveys were carried out by the drill contractor for dip and deviation using a FlexIt instrument. During drilling, a single-shot test is taken approximately 15 metres past the casing to determine the initial drill orientation. Following this, single-shot tests are taken roughly every 60 to 100 metres at the end of drilling shifts. Although this instrument is subject to effects of magnetism in surrounding rock types, rocks underlying the Roberto deposit are very weakly magnetic.

Standardized logging forms and geological legends were developed for the Éléonore Project. Geotechnical logs were completed in sequence prior to the geological logging. Geological logging used standard procedures and collected information on mineralization, lithic breaks, alteration boundaries, and major structures. Drill cores are placed into wooden core boxes at the drill site. Drill core is retrieved from each drill site by Goldcorp employees or the drill contractor personnel at the end of every shift. All drill core is photographed. Core recovery is acceptable for all drill programs, and averages about 95% over the life of the Éléonore Project. Upon completion, drill hole collars were surveyed using a differential GPS instrument by a registered surveyor.

Drill data are typically verified prior to Mineral Resource and Mineral Reserve estimation, by running a software program check. Sample intervals were determined by the geological relationships observed in the core and vary between 0.3 metres and 1.25 metres. An attempt was made to terminate sample intervals at lithological and mineralization boundaries.

Sampling and Analysis

Exploration and infill core samples have been analysed by a number of independent laboratories using industry-standard methods for gold analysis. Since January 2007, ALS Chemex in Val d’or in Quebec, has been the primary laboratory, and holds ISO 17025 and 9001/2008 certifications. Metallurgical testwork has been completed at a number of laboratories, but was primarily performed by SGS. Sample preparation for samples that support Mineral Resource estimation has followed a similar procedure for all Virginia and Corporation drill programs. The preparation procedure is in line with industry-standard methods for clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic setting.

Since mid 2007, drill cores are systematically sampled from top to bottom. Sampling is designed to reflect the general geology, all significant alterations and significant mineralization found on the property. Sample lengths vary between 0.3 metres and 1.5 metres. Collecting of specific gravity data was initiated after the project acquisition by the Corporation and was performed by Corporation personnel. Core samples of about ten centimetres in length are measured, weighed dry and then wet and the specific gravity of the sample calculated. The specific gravity database contains 11,923 specific gravity results that were determined on core samples. A specific gravity of 2.77 was used for all veins. The specific gravity database is currently sufficient to provide a reliable assessment of the variability of the specific gravity across the gold deposit and across the various rock types.

Samples are dried and crushed to better than 70% to 90% passing two millimetres. A split of the crushed material is then pulverized to 85% passing 75 nanometres. Gold assays were determined on a 50 gram sample using fire analysis followed by an atomic absorption spectroscopy (“AAS”) finish. For assay results equal or above three grams of gold per tonne, samples are re-assayed with a gravimetric finish. ALS Chemex reports an upper limit of ten grams of gold per tonne and a detection limit of 0.01 grams per tonne for AAS analyses. No other elements are routinely assayed for. Sample data collected adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposits.

Exploration and infill core samples were analysed by independent laboratories using industry-standard methods for gold analysis. Virginia and the Corporation maintained a QA/QC program for the Éléonore Project. This comprised submission of analytical SRMs, duplicate and blank samples. QA/QC submission rates meet industry-accepted standards of insertion rates. No material sample biases were identified from the QA/QC programs. The QA/QC program results do not indicate any problems with the analytical programs, therefore the gold analyses from the core drilling are suitable for inclusion in Mineral Resource and Mineral Reserve estimation.

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Data that were collected were subject to validation, using in-built program triggers that automatically checked data on upload to the database. Verification is performed on all digitally-collected data on upload to the main database, and includes checks on surveys, collar co-ordinates, lithology data, and assay data. The checks are appropriate, and consistent with industry standards. Independent data audits have been conducted, and indicate that the sample collection and database entry procedures are acceptable.

Various external consultants and Goldcorp staff have engaged in data verification. The authors of the Éléonore Report consider that a reasonable level of verification has been completed by external consultants and dedicated database management staff, and that no material issues would have been left unidentified from the verification programs undertaken. The authors of the Éléonore Report have reviewed the appropriate reports, and are of the opinion that the data verification programs undertaken on the data collected from the Éléonore Project adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation.

Security of Samples

From the moment the core boxes are delivered to the core logging facility by the drilling contractor and up to their delivery to the laboratory, the samples remain in the custody of personnel under the direct supervision of Corporation personnel.

Sample shipping procedures changed slightly in January 2007, when a decision was made to increase the batch size from 24 to 50 samples. The individual plastic sample bags are sealed at the sampling facility with a stapler. The samples are bagged in sequence, in groups of five and inserted into rice bags. A batch is made up of 50 samples, or ten rice bags. A group of six batches is assembled on a pallet for shipment for a total of 300 samples. A sample shipping form, with a unique identification number, detailing the contents of each batch is filled out by the core sampler. It is verified by the senior technician and entered in the acQuire logging database. The pallet is then wrapped with plastic and identified with the shipment number. Once ready to be expedited, it is moved to the helicopter pad and transported to the Sarcelle depot where it is stored inside a locked container.

Once or twice a week, the samples are transported directly to the laboratory in Val d’Or in a locked truck with drivers employed by the Corporation. The sample shipment form follows the shipment at all times and the transportation waybill is signed by the laboratory supervisor. A copy of the waybill is returned to the site and filed.

Sample security has relied upon the fact that the samples were always attended or locked in the logging facility. Chain-of-custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory. Current sample storage procedures and storage areas are consistent with industry standards.

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Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Éléonore Project as of December 31, 2011:

Proven and Probable Mineral Reserves ^{(1)(2)(3)(4)(5)}

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

(1) The Mineral Reserves for the Éléonore Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.

(2) Based on a gold price of $1,200 per ounce and an exchange rate of C$1.10. These assume processing costs of $32.29 per tonne mining operating costs of $52.75 per tonne, site services costs of $10.06 per tonne and general and administrative costs of $18.39 per tonne, for a total life-of-mine estimated operating cost of $113.49 per tonne, and a life-of-mine average metallurgical recovery of 93 to 93.5%.

(3) Global cut off grade of 3.0 grams per tonne and marginal cut off grade of 1.5 grams per tonne used as economic indicators only.

(4) Numbers may not add up due to rounding.

(5) Factors that can affect the Mineral Reserve estimates are: (i) more water infiltration from the surface than expected; (ii) in situ stress in the rock; (iii) rockburst; (iv) deviations in the drill holes necessary to support production may cause more dilution; (v) paste backfill strength; and (vi) changes in commodity price and exchange rate assumptions.

Measured and Indicated Mineral Resources ^{(1)(2)(3)(4)(5)}

(excluding Proven and Probable Mineral Reserves)

Category	Tonnes		Grade		Contained Metal
	(millions)		(grams per tonne)		(millions of ounces)
Measured		0.14		10.01		0.04
Indicated		1.23		11.05		0.44
Measured + Indicated		1.36		10.95		0.48
Inferred		12.25		10.60		4.17

(1) The Mineral Resources for the Éléonore Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.

(2) Based on a gold price of $1,350 per ounce and an exchange rate of C$1.05.

(3) Mineral Resources are reported using variable cut-off grades of 3 grams per tonnes, which is based on assumptions of a US$1,350 per ounce gold price, long-hole stoping underground mining methods, a total mining cost of $95 per tonne, and a life-of-mine metallurgical recovery of 93.5%. Key areas of uncertainty that may materially impact the Mineral Resource estimate include (i) commodity price assumptions; (ii) metal recovery assumptions; (iii) hydrogeological constraints; and (iv) rock mechanics (geotechnical) constraints.

(4) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(5) Numbers may not add up due to rounding.

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Mining Operations

The selected mining method will consist of long-hole stoping (down-hole drilling) on longitudinal retreat with consolidated backfill. However, there may be scope during operations for transverse stoping to be used where mineralization widens. For mine scheduling purposes, the vertical extent of the ore-body was subdivided into two parts: the upper part of the ore-body located between 55 metres and 650 metres below surface, and the lower part of the ore-body located between 650 metres and 1,130 metres below the surface. Dividing the ore-body into two parts was designed to accelerate the production start-up. Initial production will be at the nominal rate of 3,500 tonnes per day of ore, with two mining fronts on the 500 and 650 Levels. Subsequently, the 350, 860 and 1,040 Levels will be put into production. Underground drilling will start in late 2012. Studies to increase the production rate will be conducted as more drilling information becomes available. Based on the current Mineral Reserves, the planned operation has a ten-year mine life. One shaft and one surface ramp will be excavated. The Gaumond shaft will be 715 metres deep and will be used to develop the 650 Level, to provide an exploration drilling platform for the deeper portion of the ore-body and to ensure production at a nominal rate of 3,500 tonnes per day. The surface ramp will accelerate development on the levels. All the material that will come from levels deeper than the 650 Level will be brought to the 650 Level loading station by trucks via the ramp. Once completed, the ramp will be used as the air exhaust.

The Gaumond exploration shaft has a nominal 3,500 tonnes per day ore hoisting capacity, and a maximum hoisting capacity of 5,800 tonnes per day. The Corporation is planning a second production shaft, which will also have a nominal 3,500 tonnes per day ore-hoisting capacity, giving a combined hoist capacity, when the shafts are completed, of 7,000 tonnes per day. The current plant is designed for a throughput of 3,500 tonnes per day, which is commensurate with the current Mineral Reserves; however, Goldcorp has designed the plant to be able to expand to 7,000 tonnes per day to match the two-shaft nominal hoisting capacity. The mill was designed to operate at 3,500 tonnes per day and 365 days/year and can be expanded to 7,000 tonnes per day. The process plant availability was established at 95% based on performance of similar operations with the same type of comminution circuit. The process flowsheet is standard, consisting of three stages of crushing, grinding, gravity concentration, sulphides flotation, cyanide leaching, and gold recovery in a carbon-in-pulp circuit.

The Éléonore Project will require construction of significant infrastructure to support the planned producing facilities, including an access road, electrical power supply, provision of water, and mine and plant facilities. The tailings design envisages storage capacity of 26 million tonnes, which is sufficient for the current life of mine. In addition, underground infrastructure will comprise a circular shaft, an access ramp, loading station, ore and waste passes and storage bins, exhaust raise and mine dewatering system. Power will be supplied and installed by Hydro-Quebec from an existing distribution point. Permits have been received and Opinaca’s permanent substation completion is expected by mid-2012. Water management is critical for success, as the ore-body is located directly under the Opinaca reservoir. Currently, no mining is planned above 55 metres in order to mitigate risks associated with potential water inflow from the Opinaca reservoir and to respect the preliminary recommendation for the dimensions of the surface crown pillar. Due to the presence of open sub-horizontal decompression joints encountered mainly within the first 150 metres below surface, and the proximity of the reservoir, management of ground water infiltration is considered paramount for the successful project implementation. A 240 litre per second dewatering system was selected to handle the expected peak water inflow into the mine. The reclamation work will take place over a period of about two to three years (excluding monitoring) after completion of mining activities.

Underground drilling will start in late 2012. Production is expected to commence in late 2014 and is expected to be 3,500 tonnes per day, based on at least two independent levels on 500 and 650 Levels, although another mining front may subsequently be started on the 350 Level. For the first two years of production only the upper part of the mine will be in production. In 2017, all the lower part infrastructures will be completed so others mining fronts will be available. Two more mining fronts will be available from 860 and 1040 Levels and at this time an evaluation will be made to increase the mine production rate to 7,000 tonnes per day. The pre-production period will last until the end of 2014 and the estimated mine life is ten years.

Goldcorp’s bullion is sold on the spot market, by marketing experts retained in-house by Goldcorp. It is expected that the same process will be used for gold produced at the Éléonore Project. The terms contained within

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the sales contracts are typical and consistent with standard industry practices, and are similar to contracts for the supply of doré elsewhere in the world.

The capital cost estimates include direct and indirect costs. The total capital cost estimate is C$705 million. Sustaining capital is estimated at C$169 million. The combined total capital and sustaining capital cost estimate is C$874 million. The estimated average annual operating cost is $113.49 per tonne milled.

The financial analysis assumed Probable Mineral Reserve totalling 12.48 million tonnes, grading 7.55 grams per tonne of gold and assumed that Inferred Mineral Resources were treated as waste. A gold price of $1,200 per ounce, with an exchange rate of $1.10 and a tax rate of 38.6% was used for the financial analysis. A royalty payable on production from the Éléonore Project is set at 2.2% on the first three million ounces of gold, and increases by 0.25% per million ounces thereafter, up to a maximum of 3.5%. The gold refining charge was estimated at $1.75 per ounce of gold and bullion delivery charges were estimated at C$1.67 per ounce of gold. The cash flow over the life of mine at a five percent discount rate was estimated at $742 million. The Éléonore Project is expected to generate an after-tax net cash flow at a five percent discount rate of $458 million and yield an after-tax internal rate of return of 14.9%. The life of mine based on the current Mineral Reserves is ten years and the projected payback period is four years. Cash flow fluctuations during the life of mine primarily result from fluctuations in the sustaining capital and mill head grade. Negative cash flows are projected at the end of the mine life and correspond to expected reclamation costs. The Éléonore Project is most sensitive to the gold price, and next most sensitive to gold grade. It is less sensitive to changes in capital costs and operating costs.

Exploration and Development

The sinking of the Gaumond shaft is currently underway, and is projected to be completed during the first quarter of 2012. The surface ramp started in February 2011 and should be completed to the 650 Level in the third quarter of 2013. The ore/wastes passes and the ventilation raises necessary to support production are planned to be completed by the second quarter of 2014 to support a planned production start-up date in late 2014.

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MEXICO

The Corporation’s properties in Mexico include the Peñasquito Mine, the Los Filos Mine, the El Sauzal Mine, the Noche Buena Project and the Camino Rojo Project. The Peñasquito Mine, described below, is considered to be a material mineral property to Goldcorp.

PEÑASQUITO MINE, MEXICO

The Peñasquito Mine is indirectly wholly-owned by Goldcorp. The Peñasquito Mine is an open pit mining operation located in north-central Mexico with two separate process facilities, an oxide ore facility and a plant to process sulfide ore. The oxide ore is processed through a heap leach/Merrill-Crowe facility that went into production in February 2008. The first gold pour for the oxide circuit was on May 10, 2008. Line 1 of the sulfide plant started operating in September 2009 and first concentrate was shipped November 2009. The Peñasquito Mine achieved commercial production in September 2010.

Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, Peter Nahan, AusIMM., Senior Evaluation Engineer, Goldcorp, and Maryse Belanger, P.Geo., Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled “Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report” dated March 21, 2011 (the “Peñasquito Report”). Guillermo Pareja, Maryse Belanger and Peter Nahan are qualified persons under NI 43-101. The following description of the Peñasquito Mine has been summarized, in part, from the Peñasquito Report and readers should consult the Peñasquito Report to obtain further particulars regarding the Peñasquito Mine. The Peñasquito Report is available for review on the SEDAR website located at www.sedar.com under the Corporation’s profile.

All scientific and technical information in this summary relating to any updates to the Peñasquito Mine since the date of the Peñasquito Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Peñasquito Report.

Property Description and Location

Goldcorp owns through its indirectly wholly-owned subsidiaries, 100% of the Peñasquito Mine. The operating entity for the Peñasquito Mine is a Goldcorp subsidiary, Minera Peñasquito, S.A. de C.V. Peñasquito is situated in the western half of the Concepción del Oro district in the northeast corner of Zacatecas State, Mexico, approximately 200 kilometres northeast of the city of Zacatecas.

The Peñasquito Mine is comprised of 130 exploitation concessions covering a total area of approximately 122,534 hectares, which contains the Peñasco and Brecha Azul (Chile Colorado) deposits. Concessions were granted for durations of 50 years. The Peñasco and Brecha Azul deposits are primarily within the Alfa, Beta, La Peña, Las Peñas and El Peñasquito concessions. Obligations which arise from the mining concessions include performance of assessment work, payment of mining taxes and compliance with environmental laws. Duty payments for the concessions have been made as required. Minimum expenditures, pursuant to Mexican regulations, may be substituted for sales of minerals from the mine for an equivalent amount.

Goldcorp holds additional tenure in the greater Peñasquito Mine area (within about 200 to 300 kilometres of the Peñasquito Mine infrastructure), which is under application, is granted, or is part of joint ventures with third parties. Two of these wholly-owned deposits, Camino Rojo and Nocha Buena, are under conceptual evaluation as potential stand-alone heap leach operations due to the low precious metal grades of these deposits and may benefit from potential administrative synergies with the Peñasquito Mine mining operation. However, the deposits will not be developed as satellite operations for the Peñasquito Mine, and are not considered to be part of the Peñasquito Mine.

A two percent net smelter return royalty is payable to Royal Gold on production from both the Chile Colorado and Peñasco locations. In 2007, Silver Wheaton Corp. (“Silver Wheaton”) acquired 25% of the silver produced over the life-of mine for an upfront cash payment of $485 million and a per ounce cash payment of the lesser of $3.90 and the prevailing market price (an inflationary adjustment to the contract price commenced in 2011

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and resulted in a price of $3.93 per ounce versus the original agreement of $3.90 per ounce), for silver delivered under the contract.

Environmental liabilities were limited to those that would be expected to be associated with an open pit mine that is in the early production phases, and includes the open pit, roads and site infrastructure, and waste and tailings disposal facilities. A closure and reclamation plan has been prepared.

Goldcorp holds the appropriate permits under local, state and federal laws to allow for mining operations.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The site is accessed via a turnoff from Highway 54 approximately 25 kilometres south of Concepción Del Oro. Within the Peñasquito Mine, access is by foot trails and tracks. The closest rail link is 100 kilometres to the west. There is an airport on site and airports in the cities of Zacatecas and Monterrey.

Power is currently supplied through the Mexican central grid from the Mexican Federal Electricity Commission. On January 25, 2011, Minera Peñasquito, S.A. de C.V. signed a power delivery agreement (the “Power Agreement”) with a subsidiary of InterGen, pursuant to which InterGen will construct and operate a 200 to 250 megawatt gas-fired combined cycle power plant near San Luis de la Paz, Guanajuato, Mexico, to deliver electricity to the Peñasquito Mine for a minimum term of 20 years, subject to regulatory and environment approvals. The construction of the power plant is expected to be completed in 2014 and the Peñasquito Mine has been sourcing power from another InterGen source in the interim. Process and potable water for the Peñasquito Mine is sourced from a water field located six kilometres west of the Peñasquito Mine. Permits to pump up to 35 million cubic metres of this water per year have been received. The Peñasquito Mine recycles approximately 80% of the water it uses in the mining process.

There is sufficient suitable land available within the Peñasquito Mine for tailings disposal, mine waste disposal, and mining-related infrastructure such as the open pit, process plant, workshops and offices. A skilled labour force is available in the region where the Peñasquito Mine is located and in the surrounding mining areas of Mexico. Accommodation comprises a 2,000-bed camp with full dining, laundry and recreational facilities.

Mining concessions give the holder the right to mine within the concession boundary, sell the mining product, dispose of waste material generated by mining activities within the lease boundary, and have access easements. Surface rights in the vicinity of the Chile Colorado and Peñasco Azul open pits are held by private individuals and three ejidos. Signatures indicating agreement have been obtained for all three of the ejidos and nearly all the private owners. Goldcorp currently is in negotiations to finalize surface rights to minor land positions still held by some private owners. Relations with the ejidos through the process have been positive. Goldcorp holds sufficient surface rights in the Peñasquito Mine area to support the mining operations, including provisions for access and power lines.

The climate is generally dry with precipitation being limited for the most part to a rainy season in the months of June and July. Annual precipitation for the area is approximately 700 millimetres, most of which falls in the rainy season. Temperatures range between 20 degrees Celsius and 30 degrees Celsius in the summer and zero degrees Celsius to 15 degrees Celsius in the winter. Mining operations can be conducted year-round. The Peñasquito Mine area can be affected by tropical storms and hurricanes which can result in short-term high precipitation events.

The Peñasquito Mine is situated in a wide valley bounded to the north by the Sierra El Mascaron and the south by the Sierra Las Bocas. Except for one small outcrop, the area is covered by up to 30 metres of alluvium. The terrain is generally flat, rolling hills; vegetation is mostly scrub, with cactus and coarse grasses. The prevailing elevation of the property is approximately 1,900 metres above sea level.

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History

The earliest recorded work in the Peñasquito Mine consists of excavation of a shallow shaft and completion of two drill holes in the 1950s.

Kennecott Canada Explorations Inc. through its Mexican subsidiary, Minera Kennecott S.A. de C.V. (“Kennecott”) acquired initial title to the Peñasquito Mine and commenced exploration in 1994. Regional geochemical and geophysical surveys were undertaken in the period 1994 to 1997. This work led to the early discovery of two large mineralized diatreme breccia bodies, the Outcrop and Azul Breccias. Kennecott completed 250 rotary air blast (“RAB”) drill holes (9,314 metres) to systemically sample bedrock across the entire Peñasquito Mine area which resulted in the discovery of the Chile Colorado silver-lead-zinc-gold zone. A total of 72 reverse circulation and core drill holes (24,209 metres) were sited to test mineralization at the Outcrop Breccia, Azul Breccia, and Chile Colorado zones.

In 1998, Western Copper Holdings Ltd. (“Western Copper”) acquired a 100% interest in the Peñasquito Mine from Kennecott. Western Copper completed a nine hole (3,185 metres) core drilling program and 13.4 line kilometres of tensor controlled source audio frequency magnetollurics geophysical survey work the same year. Exploration efforts were focused on the Chile Colorado zone and the Azul Breccia pipe targets.

Western Copper optioned the property to Minera Hochschild S.A. (“Hochschild”) in 2000. Hochschild completed 14 core holes (4,601 metres), eleven of which were sited into the Chile Colorado anomaly, but subsequently returned the property to Western Copper.

From 2002 to 2009, Western Copper completed an additional 874 core and reverse circulation drill holes (496,752 metres) and undertook a scoping-level study, a pre-feasibility study, and a feasibility study in 2003, 2004, and 2005 respectively. The feasibility study was updated in 2006. Under the assumptions in the studies, the Peñasquito Mine returned positive economics. In 2003, Western Copper underwent a name change to Western Silver Corporation (“Western Silver”). Glamis acquired Western Silver in May 2006, and the combined company was subsequently acquired by Goldcorp in November 2006.

During 2005, a drill rig was used to perform geotechnical field investigations to support the design of the heap leach facility, waste rock piles, tailings impoundment and process plant. Standard penetration tests were performed.

Construction in the Peñasquito Mine commenced in 2007. In October 2009, the first lead and zinc concentrates were produced and concentrate shipment to smelters commenced with first sales recorded in November 2009. Commercial production was achieved in September 2010.

Geological Setting

Regional Geology

The regional geology is dominated by Mesozoic sedimentary rocks intruded by Tertiary stocks of intermediate composition (granodiorite and quartz monzonite). The sedimentary rocks formed in the Mexico Geosyncline, a 2.5-kilometre thick series of marine sediments deposited during the Jurassic and Cretaceous Periods consisting of a 2,000-metre thick sequence of carbonaceous and calcareous turbidic siltstones and interbedded sandstones underlain by a 1,500 to 2,000-metre thick limestone sequence.

Large granodiorite stocks are interpreted to underlie large portions of the mineralized areas within the Concepción Del Oro District, including Peñasquito. Slightly younger quartz–feldspar porphyries, quartz monzonite porphyries, and other feldspar-phyric intrusions occurring as dikes, sills, and stocks cut the sedimentary units. The intrusions are interpreted to have been emplaced from the late Eocene to mid-Oligocene.

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Local Geology

The Mesozoic sedimentary units of the Mazapil area were folded into east-west arcuate folds, cut by northeast- and north-striking faults, and intruded by Tertiary granodiorite, quartz monzonite, and quartz–feldspar porphyry. Tertiary stocks and batholiths are exposed in the ranges, while the valleys are filled with alluvium, generally a few tens of metres thick. Two diatreme breccia pipes, believed to be related to quartz–feldspar porphyry stocks beneath the Peñasquito Mine, explosively penetrated the Mesozoic sedimentary units, and probably breached the surface. Eruption craters and ejecta aprons have since been eroded away. The current bedrock surface at the Peñasquito Mine is estimated to be a minimum of 50 metres below the original paleo surface when the diatremes were formed. There may have been up to several hundred metres of erosion since the time of mineralization. Alluvium thickness now averages 30 to 50 metres at the Peñasquito Mine. There was one small outcrop exposure at the Peñasquito Mine, of breccias near the center of the Peñasco diatreme, rising about 5 metres above the valley surface. The two diatreme pipes, Peñasco and Brecha Azul, are the principal hosts for gold–silver–zinc–lead mineralization at the Peñasquito Mine. The single outcrop near the center of the Peñasco pipe contained weak sulphide mineralization along the south and west side of the outcrop, representing the uppermost expression of much larger mineralized zones below.

Property Geology

Peñasco and Brecha Azul are funnel-shaped breccia pipes, which flare upward, and are filled with breccia clasts in a milled matrix of similar lithological composition. The larger diatreme, Peñasco, has a diameter of 1,000 metres by 850 metres immediately beneath surface alluvial cover. The second, and smaller, diatreme, Brecha Azul, is about 600 metres in diameter immediately below alluvium. Polymetallic mineralization is hosted by the diatreme breccias column and surrounding sandstone and siltstone units of the Caracol Formation. The diatreme breccias are broadly classified into three units, determined by igneous matrix and clast composition: sediment-clast breccia, milled mixed sedimentary-intrusive matrix, and intrusive matrix breccias, from top to bottom within the breccia column. Sedimentary rock clasts consist of Caracol siltstone and sandstone; intrusion clasts are dominated by quartz-feldspar porphyry. A variety of dikes cut the breccia column and immediately adjacent clastic wall rocks. These dikes exhibit a range of textures from porphyry breccia, to quartz–feldspar and quartz-eye porphyries, to porphyritic, to aphanitic micro breccias.

Both of the breccia pipes lie within a hydrothermal alteration shell consisting of a central sericite–pyrite–quartz (phyllic) alteration assemblage, surrounding sericite–pyrite–quartz–calcite assemblage, and peripheral chlorite–epidote–pyrite (propylitic) alteration halo. A halo of generally lower grade disseminated zinc–lead–gold–silver mineralization lies within the sericite–pyrite–quartz–calcite assemblage surrounding the two breccias. Disseminated and lesser fracture-controlled electrum, sphalerite, galena, and various silver sulphosalts are hosted by milled breccias within the diatremes and by Cretaceous clastic units in the surrounding mineralized halo. Alteration, mineral zoning, porphyry intrusion breccia, and dykes all suggest the deposits represent distal mineralization some distance above an underlying quartz–feldspar porphyry system. The Peñasco and Brecha Azul diatremes lie along a northwest-trending system of fractures within the central axis of the broad northwest oval of sericite–pyrite–quartz–calcite alteration. The dominant foliation direction observed in the outcrop of breccia at Peñasco is also northwest-trending. Both are thought to reflect the orientation of the porphyry intrusion underlying the known mineralization.

Mantos-style sulphide replacements of carbonate strata have been discovered beneath the clastic-hosted disseminated sulphide zones adjacent and around the diatreme pipes. They consist of semi-massive to massive sulphide replacements of sub-horizontal limestone beds, as well as cross-cutting chimney-style, steeply dipping, fracture and breccias zones filled with high concentrations of sulphides. The sulphides are generally dominated by sphalerite and galena, with variable concentrations, but also contain significant pyrite. Gangue minerals are subordinate in these strata-replacement mantos and cross-cutting chimneys, although calcite is usually present. Stratiform and chimney mantos are characterized by their very high zinc, lead, and silver contents, with variable copper and gold contributions. Mantos and skarn mineralization have also been discovered lying beneath the planned open pits in limestone units adjacent and around the diatremes and above the source of cross-cutting quartz–feldspar porphyry dykes.

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Exploration

Exploration activities on the Peñasquito Mine have included geological mapping, reverse circulation and core drilling, ground geophysical surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been carried out.

From 2006 to 2010, Goldcorp completed 42 core and reverse circulation drill holes, including metallurgical, geotechnical and condemnation drilling. An updated feasibility study was completed and mine construction was commenced during this period.

During 2010, an exploration drilling program was completed to test whether there was sufficient mantos-hosted mineralization at depth adjacent to the Peñasquito diatreme to support potential underground development. A total of 7,317 metres was drilled in six mantos test holes. Mantos were detected at 900 metres below surface and the exploration potential remains both at depth and laterally. Within the greater Peñasquito Mine area, there is also potential for additional deposit styles, including base metal skarns and porphyry-related disseminated deposits. Exploration for these deposit styles is at a conceptual/early exploration stage.

Exploration at Peñasquito during 2011 was focused on geological mapping, diamond drilling, and a reverse circulation and condemnation program totaling 80 drill holes. The exploration program for the Mantos is in progress and the plan is to better understand the extent and continuity of the Mantos and at-depth Skarn deposits. A program of 8 drill holes has been developed with two in progress (GP-613-11 and GP-614-11) with a planned total of 8,680 metres. The new information indicates that this area is at similar depth to the adjacent Mantos within the Peñasco diatreme and the concept is to prove connection between these two areas.

In the RAB exploration area, expansion of the Peñasco diatreme is being tested with completion of 59 drill holes for a total of 2,496 metres in 2011. Objectives of the program were to identify, with shallower drilling, new anomalies in the bedrock. Three different anomalies were identified with the 2011 program. The condemnation drilling program was initiated in late 2011 and is still currently underway. The program is designed to provide condemnation in the area of the IPCC (as defined below) waste dump to the north and west of the existing tailings storage facility. A total of 13 drill holes were completed in 2011 for 5,226 metres (an average depth of 400 metres was planned) and this program will continue into early 2012.

The aeromagnetic survey defined an eight kilometres by four kilometres, north to south-trending magnetic high centered approximately on the Outcrop (Peñasco) Breccia. Magnetometer surveys suggested the presence of deep-seated granodiorites, and indicated a relationship between mineralization and the underlying intrusions. IP surveys were instrumental in locating sulphide stockworks at the Chile Colorado zone, and the gravity survey helped identify the Brecha Azul diatreme. In almost all instances, the geophysical surveys indicated the presence of numerous anomalies scattered across the Peñasquito Mine.

In the opinion of the authors of the Peñasquito Report, the exploration programs completed to date are appropriate to the style of the deposits and prospects within the Peñasquito Mine and support the genetic and affinity interpretations.

Mineralization

Sulphide mineralization occurs in the Peñasco deposit, beneath and adjacent to the outcrop breccia, and in the Chile Colorado deposit, located about 1.5 kilometres southeast of Peñasco. Both deposits are centered on diatreme breccias pipes, the Peñasco diatreme at Peñasco, and the Brecha Azul diatreme at Chile Colorado. The diatremes are surrounded by coalesced halos of lower grade, disseminated sphalerite, galena, and sulphosalts containing silver and gold.

Mineralization consists of disseminations and veinlets of medium to coarse-grained sphalerite, galena, argentite, a variety of other antimony-dominated sulphosalts, including bournonite, jamesonite, tetrahedrite, polybasite, pyrargyrite, stibnite rare hessite and a common gangue of sericite and calcite, with minor quartz, rhodochrosite, and fluorite. In the opinion of the authors of the Peñasquito Report, the mineralization style and settling of the deposit is sufficiently well understood to support Mineral Resource and Mineral Reserve estimation.

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Drilling

Drilling completed on the Peñasquito Mine for the period 1994 to 2011 is comprised of 1,038 drill holes totaling 540,877 metres. Drilling has focused on six principal areas: the original Chile Colorado Zone, the Brecha Azul Zone (Azul Breccia, Northeast Azul, and Luna Azul), the Peñasco Zone (including El Sotol), Mantos East Zone, North RAB Zone, and west Condemnation Dam Zone .

Reverse circulation drilling was conducted using down-hole hammers and tricone bits, both dry and with water injection. Some reverse circulation drilling was performed as pre-collars for core drill holes Sample recoveries were not routinely recorded for reverse circulation holes. Core drilling typically recovered HQ size core (63.5 millimetres diameter) from surface, then was reduced to NQ size core (47.6 millimetres) where ground conditions warranted. Metallurgical holes were typically drilled using PQ size core (85 millimetres).

Any break in the core made during removal from the barrel was marked with a “colour line”. When breakage of the core was required to fill the box, edged tools and accurate measure of pieces to complete the channels was the common practice to minimize core destruction. The end of every run was marked with a wooden tick and the final depth of the run. Core was transferred to wooden core boxes, marked with “up” and “down” signs on the edges of the boxes using indelible pen. The drill hole number, box number and starting depth for the box was written before its use, whilst end depth were recorded upon completion. All information was marked with indelible pen on the front side of the box and also on the cover.

All core from the Goldcorp drill programs has been processed on site. Core boxes were transported to the core shed by personnel from the company that was managing the drill program, or the drilling supervisor.

Geotechnical Drilling

Core holes were oriented at an angle of 60 degrees to the horizontal and were sited to intersect the November 2005 design basis pit wall one-third of the ultimate wall height above the base of the final pit level. Core hole diameters were typically HQ3 (61 millimetres diameter) but were telescoped down to NQ3 (45 millimetres) if difficult drilling conditions were encountered. Core was recovered in a triple tube core barrel assembly.

Core orientation was accomplished using two independent methods: clay impression and a mechanical down-hole system referred to as Corientor™. Field point load tests were completed for each core run to estimate the unconfined compressive strength of the intact rock. Drill holes to WC-250 were also geotechnically logged.

Core recovery for the Peñasquito Mine drilling averages 96.9%.

Geological Logging

Logging of reverse circulation drill cuttings and core utilized standard logging procedures. Logs recorded lithologies, breccia type, fracture frequency and orientation, oxidation, sulphide mineralization type and intensity, and alteration type and intensity. Core was photographed and video recorded from collar to toe, these digital files are stored on hard disc. Geotechnical logging for pit design purposes was typically completed at three metre intervals, and recorded on compact discs. For site location purposes, geotechnical logging included sample descriptions, SPT blow counts, sample numbers and visual classifications based on the united soil classification system.

Collar Surveys

Collar surveys have been performed by a qualified surveyor since 2002. All drill hole collars are identified with a concrete monument, allowing all drill holes to be identified at a later date. The monument is placed directly over the hole collar on completion of each drill hole.

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Down-hole Surveys

Down-hole surveys are completed by the drilling contractor using a single shot, through the bit, survey instrument. Drill holes are surveyed on completion of each hole as the drill rods are being pulled from the hole.

Deposit Drilling

Drill hole spacing is generally on 50 metre sections in the main deposits spreading out to 400 metres spaced sections in the condemnation zones. Drill spacing is wider again in the areas outside the conceptual pit outlines used to constrain Mineral Resources. Drilling covers an area of approximately eight kilometres east to west by 4,500 metres north to south with the majority of drill holes concentrated in an area 2.1 kilometres east to west by 2.8 kilometres north to south.

Blasthole Drilling

Drilling for all materials is on 15 metre benches drilled with 1.5 metres of sub-grade, using seven blast hole drill rigs. The drill sections display typical drill hole orientations for the deposits, show summary assay values using colour ranges for assay intervals that include areas of non-mineralized and very low grade mineralization, and outline areas where higher-grade intercepts can be identified within lower-grade sections. The sections confirm that sampling is representative of the gold, silver, and base metals grades in the deposits, reflecting areas of higher and lower grades.

Sampling and Analysis

Peñasquito Mine project staff has been responsible for sample collection, core splitting, run of mine assaying, preparation of samples, storage and security from inception to date.

Reverse circulation drill cuttings were sampled at intervals of two metres. The material was split at the drill into several portions of 12 kilograms or less. A handful of rock chips from each sample interval was collected and logged by experienced onsite geologists. Data from the drill logs were entered digitally into files for computer processing.

The standard sample interval is two metres. Some samples are limited to geological boundaries and are less than two metres in length. Logging was completed at the drill site prior to splitting. Splitting of the core was supervised by the geologist who logged the core in order to ensure sampling integrity. For condemnation drill holes, core was assayed every two metres out of 20 unless geologic inspection dictated otherwise.

A senior Goldcorp geologist examined the core, defined the primary sample contacts, and designated the axis along which to cut the core. Special attention is taken in veined areas to ensure representative splits are made perpendicular to, and not parallel to, veins.

Standard reference material samples and blanks were inserted into the sample stream going to the assay laboratory in a documented sequence. Cut samples were bagged and numbered in polyethylene bags. Groups of 20 sample bags were placed in larger bags and labelled with the name and address of the laboratory, and the number and series of samples that were contained within the bag. A Peñasquito Mine truck transports the sacks to the ALS Chemex laboratories in Guadalajara, Mexico, approximately once per week. ALS Chemex was responsible for sample preparation throughout exploration and infill drilling phases through its non-accredited sample preparation facilities in Guadalajara. All samples were dispatched to the Vancouver, Canada laboratory facility for analysis, which, at the time the early work was performed, was ISO-9000 accredited for analysis; the laboratory is currently ISO-17025 certified and is independent of Goldcorp. The umpire (check) laboratory is Acme Laboratories in Vancouver, which holds ISO-9000 accreditations for analysis. The run-of-mine laboratory is not certified.

Blast holes are sampled as whole-hole samples by an experienced sampler. During 2008, Goldcorp staff completed a total of 1,229 specific gravity measurements on drill core. An additional 127 bulk density

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measurements were also available from Dawson Metallurgical Laboratories Inc. Utah. Specific gravity data were used to assign average bulk specific gravity values by lithology.

In the opinion of the authors of the Peñasquito Report, the sampling methods are acceptable, meet industry-standard practice, and are adequate for Mineral Resource and Mineral Reserve estimation and mine planning purposes. Sizes of the sampled areas are representative of the distribution and orientation of the mineralization and sampling is representative of the gold, silver, and base metal grades in the deposits, representing areas of higher and lower grades.

A number of independent data checks have been performed, in support of feasibility-level studies, and in support of technical reports, producing independent assessments of the database quality on the Peñasquito Mine. No significant problems with the database, sampling protocols, flowsheets, check analysis program, or data storage were noted. Goldcorp performed sufficient verification of the data and database to support Mineral Resources and Mineral Reserves being estimated.

Security of Samples

Blanks and standard reference materials have been used in sampling programs by Goldcorp. The seven SRMs were prepared by Metcon Research, Tucson, AZ from Peñasquito Mine mineralization. Blank samples comprise non-mineralized limestones from the general Peñasquito Mine area.

Entry of information into databases utilized a variety of techniques and procedures to check the integrity of the data entered. The system with data electronically entered (without a paper log step) is still being implemented. Assays were received electronically from the laboratories and imported directly into the database. Drill hole collar and down hole survey data were manually entered into the database. Data are verified on entry to the database by means of in-built program triggers within the mining software. Checks are performed on surveys, collar co-ordinates, lithology data, and assay data.

Paper records were kept for all assay and QA/QC data, geological logging and bulk density information, down-hole and collar coordinate surveys. All paper records were filed by drill hole for quick location and retrieval of any information desired. Assays, down-hole surveys, and collar surveys were stored in the same file as the geological logging information. In addition, sample preparation and laboratory assay protocols from the laboratories were monitored and kept on file.

Sample security was not generally practiced at the Peñasquito Mine during the drilling programs, due to the remote nature of the site. Sample security relied upon the fact that the samples were always attended or locked at the sample dispatch facility. Sample collection and transportation have always been undertaken by Goldcorp or laboratory personnel using company vehicles. Drill samples were picked up at site by ALS Chemex, prepared to a pulp in Guadalajara, Mexico, and sent by ALS Chemex via air to the ALS Chemex analytical laboratory in Vancouver, Canada. Chain of custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory. Assay pulps and crushed reject material are returned by ALS Chemex to Goldcorp’s core shack in Mazapil for storage. Drill core is stored in wooden core boxes on steel racks in the buildings adjacent to the core logging and cutting facilities. The core boxes are racked in numerical sequence by drill hole number and depth oarse rejects in plastic bags are stored in cardboard boxes on steel racks in a separate locked building. The coarse reject boxes are labelled and stored by sample number.

Typically, drill programs included insertion of blank, duplicate and CRM samples. The QA/QC program results do not indicate any problems with the analytical programs; therefore the gold, silver, and base metal analyses from the core drilling are suitable for inclusion in Mineral Resource and Mineral Reserve estimation.

The authors of the Peñasquito Report are of the opinion that quality of the gold, silver and base metal analytical data are sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analyses and security are generally performed in accordance with exploration best practices and industry standards.

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Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Peñasquito Mine as of December 31, 2011:

Proven and Probable Mineral Reserves ^(1)(2)(5)(6)

				Grade								Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Lead		Zinc		Gold		Silver		Lead		Zinc
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)		(millions of pounds)
Peñasquito Mine	Proven		626.47		0.54		28.89		0.29		0.69		10.93		581.92		3,955		9,526
Mill (3)	Probable		517.19		0.31		20.16		0.19		0.46		5.08		335.18		2,211		5,241
	Proven + Probable		1,143.65		0.44		24.94		0.24		0.59		16.01		917.10		6,165		14,767
Peñasquito Mine	Proven		33.32		0.15		14.39		—		—		0.16		15.41		—		—
Heap Leach (4)	Probable		92.10		0.13		9.36		—		—		0.37		27.71		—		—
	Proven + Probable		125.42		0.13		10.69		—		—		0.53		43.12		—		—

(1) The Mineral Reserve estimates for the Peñasquito Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.

(2) Based on a gold price of $1,200 per ounce, a silver price of $20 per ounce, a lead price of $0.80 per pound and a zinc price of $0.85 per pound.

(3) The estimated metallurgical recovery rate for the Peñasquito Mine (Mill) is 20% to 60% for gold, 53% to 65% for silver, 63% to 72% for lead and 60% to 75% for zinc.

(4) The estimated metallurgical recovery rate for the Peñasquito Mine (Heap Leach) is 60% for gold and 24% for silver.

(5) Gold and silver cut-off grades above are estimated assuming no contribution from the other metal, whereas the actual cut-off is based on zero net smelter return estimations on a block-by-block basis applying all revenue and associated costs.

(6) Numbers may not add up due to rounding.

The following table sets forth the estimated Mineral Resources for the Peñasquito Mine as of December 31, 2011:

Measured, Indicated and Inferred Mineral Resources ^{(1)(2)(3)(4)(5)(6)(7)}

(excluding Proven and Probable Mineral Reserves)

				Grade								Contained Metal
	Category	Tonnes		Gold		Silver		Lead		Zinc		Gold		Silver		Lead		Zinc
		(millions)		(grams per tonne)		(grams per tonne)		(%)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)		(millions of pounds)
Peñasquito Mine	Measured		136.24		0.16		13.11		0.14		0.37		0.68		57.43		411		1,100
Mill	Indicated		512.93		0.18		12.40		0.12		0.32		2.95		204.54		1,367		3,670
	Measured + Indicated		649.17		0.17		12.55		0.12		0.33		3.63		261.97		1,778		4,770
	Inferred		146.70		0.19		8.81		0.13		0.26		0.90		41.54		436		828
Peñasquito Mine	Measured		4.07		0.05		4.61		—		—		0.01		0.60		—		—
Heap Leach	Indicated		24.81		0.07		3.85		—		—		0.05		3.07		—		—
	Measured + Indicated		28.88		0.07		3.95		—		—		0.06		3.67		—		—
	Inferred		56.21		0.16		1.67		—		—		0.29		3.01		—		—

(1) The Mineral Resource estimates for the Peñasquito Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.

(2) Mineral Resources are exclusive of Mineral Reserves and include dilution.

(3) Mineral Resources are based on a gold price of $1,350 per ounce, a silver price of $24 per ounce, a lead price of $0.95 per pound and a zinc price of $0.95 per pound.

(4) Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(5) Numbers may not add up due to rounding.

(6) Mineral Resources are reported to a net smelter return cut-off grade of $0.05 per tonne for open pit Mineral Resources.

(7) Mineral Resources are defined with Lerchs-Grossmann pit shells.

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Mining Operations

Mining Method and Metallurgical Process

The Peñasquito Mine consists of a leach facility that processes a nominal 25,000 tonnes per day of oxide ore and a sulphide plant that will process a nominal 130,000 tonnes per day of sulphide ore. Mine construction commenced in 2007. By year-end 2011, mine production was at full capacity; however the plant was still ramping up and lacking only sufficient pebble feed to the High Pressure Grinding (“HPGR”) circuit, limiting throughput in the HPGR circuit. A project to provide supplemental ore feed directly to the HPGR circuit was initiated in late 2011 and was successfully commissioned at the end of the first quarter of 2012. In October 2009, the first lead and zinc concentrates were produced and concentrate shipment to smelters commenced with first sales recorded in November 2009.

Ore placement on the heap leach pad began in February 2008. On April 8, 2008, ore leaching was initiated and the first gold pour occurred on May 10, 2008. As of December 31, 2011, a total of 50,601,060 dry metric tonnes of ore with an average grade of 0.27 grams per tonne of gold and 24.2 grams per tonne of silver were placed on the leach pad. A total of 55,826 ounces of gold and 1,891,027 ounces of silver were produced from the oxide facility in 2011. Recoveries averaged 57.4% for gold and 22.8% for silver. The final pit will have one contiguous outline at surface but will consist of two distinct pit bottoms, one on the Peñasco zone and one on the Azul/Chile Colorado zone. Currently only the Peñasco portion of the pit is in operation, using a conventional truck-and-shovel fleet. Drill patterns range from nine metres by nine metres in overburden to six metres by six metres in sulphide ore. The heap leach ore drill pattern is being adjusted as needed to assure rock fragmentation of about 127 to 152 millimetres for leaching.

Oxide Ore

Run-of-mine oxide ore will be delivered to the heap leach pile from the mine by haul trucks. Lime will be added to the oxide ore, prior to addition of the oxide ore to the pad. Ore is placed in ten metre lifts, and leached with cyanide solution. Pregnant leach solution is clarified, filtered, and de-aerated, then treated with zinc dust to precipitate the precious metals. The precipitated metals are subsequently pressure filtered, and the filter cake smelted to produce doré.

Sulphide Ore

Run-of-mine sulphide ore is delivered to the crusher dump pocket from the mine by 290 tonne rear-dump–haul trucks. The crushing circuit is designed to process as much as 148,000 tonnes per day of run-of-mine sulphide ore to 80% passing 159 millimetres. The crushing facility consists of a gyratory crusher capable of operating at 92% utilization on a 24-hour-per-day, 365-days-per-year basis.

Construction of the Waste Rock Overland Conveyor system, previously referred to as the In-Pit Crushing and Conveyor (“IPCC”) system, is proceeding according to schedule towards commissioning of the sizer and overland conveyor in the second half of 2012. The waste rock overland conveying system including the waste stacker is expected to achieve full production rates in the first quarter of 2013.

During 2011, both 50,000 tonne-per-day capacity semi-autogenous grinding (SAG) lines were operational and the HPGR operation was sporadic due to lack of pebble generation (i.e. consistent feed). Sulphide plant throughput averaged 93,700 tonnes per day in the fourth quarter of 2011 with the month of December averaging 107,000 tonnes per day. A project to provide for supplemental feed directly to the HPGR was undertaken beginning in August 2011 and was successfully commissioned at the end of the first quarter of 2012. Full production at 130,000 tonnes per day is planned from April 1, 2012 onward. For 2011, a total of 30,999,245 dry metric tonnes of ore with an average grade of 0.37 grams per ton of gold, 26.20 grams per tonne of silver, 0.64% zinc and 0.34% lead was processed through the sulphide plant facility, for a total of 198,263 ounces of gold, 17,154,467 ounces of silver, 283,644,404 pounds of zinc, and 154,738,945 pounds of lead produced (payable metal). Recoveries averaged 60.5% for gold, 73.7% for silver, 75.9% for zinc, and 70.1% for lead.

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Mine Life and Expected Payback Period

The mine plan and financial analysis are based on a detailed production schedule. The life-of-mine plan update in 2011 was based on $1,200 per ounce of gold and operating parameters derived from the 2011 site budget plan and consisting of production schedules, operating parameters and operating costs. Mine production during 2011 was 155.4 million metric tonnes. The production rate for the period 2012 to 2017 is projected to average 525,000 tonnes per day. The mine will supply sulphide ore to the plant at a rate of 47.5 million metric tonnes of sulphide ore per year. The total material mined per year will peak at 220.0 million metric tonnes per year (603,000 tonnes per day). The production rate increases will correspond to significant increases in the equipment quantities of the mining fleet.

The Peñasco pit will provide the only sulphide mill feed through 2021 and will continue to provide mill feed into 2033. Waste stripping will begin in Chile Colorado in 2020 and sulphide ore will be mined during 2021 through 2033. The sulphide mill feed will be from both pits from 2021 to 2032. The payback for the initial capital investment in the Peñasquito Mine was 7.9 years from commencement of the Peñasquito Mine in 2007, which means that under this scenario the Peñasquito Mine will achieve payback by the fourth quarter of 2014. Goldcorp prepared an economic analysis which confirmed that the economics based on the Mineral Reserves over a 22-year mine life could repay life-of-mine operating and capital costs.

Markets/Contracts

Goldcorp currently has an operative refining agreement with Met Mex Peñoles for refining of doré produced from the Peñasquito Mine. Goldcorp’s bullion is sold on the spot market, by marketing experts retained in-house by Goldcorp. The terms contained within the sales contracts are typical and consistent with standard industry practice, and are similar to contracts for the supply of doré elsewhere in the world. Part of the silver production is sold to Silver Wheaton.

The markets for the lead and zinc concentrates from the Peñasquito Mine are worldwide with smelters located in Mexico, North America, Asia and Europe. Metals prices are quoted for lead and zinc on the London Metals Exchange and for gold and silver by the London Bullion Market Association. The metal payable terms and smelter treatment and refining charges for both lead and zinc concentrate represent typical terms for the market. In addition to the forward sales contract for silver production with Silver Wheaton, Goldcorp has entered into sales and collar option agreements for the base metals volumes in relation to Peñasquito Mine concentrate sales.

Taxes

The income tax rate applicable to corporations in Mexico was increased from 28% to 30% as of January 1, 2010. The rate will be applied only during 2010, 2011 and 2012. In 2013 the rate will be reduced to 29%, and further reduced to 28% in 2014.

Environment

Environmental laws require the filing and approval of an environmental impact statement for all exploitation work, and for exploration work that does not fall within the threshold of a standard issued by the Federal Government for mining exploration. Reviews of environmental permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints for the Peñasquito Mine support the declaration of Mineral Reserves.

Exploration and Development

Following a full year of operations and the availability of new cost data, approximately 220 million tonnes of low grade gold material were moved from Proven and Probable Mineral Reserves into the Measured and Indicated Mineral Resources category, reflecting higher operating cost assumptions than were contemplated in the original 2006 feasibility study.

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Exploration potential remains under the current open pits, and may support underground mining. Goldcorp is currently investigating an option of mining mineralization outside the area of the current open pit design using bulk mining methods such as block caving. This option is envisaged as a possible source of additional mine life following the cessation of open pit mining in 2032. Goldcorp is also investigating the potential for underground mining of the mantos mineralization during the open pit mine life. This could utilize selective mining methods such as longhole stoping or cut-and-fill. These studies are at an early, conceptual stage, and no underground Mineral Resources or Mineral Reserves have been declared.

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CENTRAL AND SOUTH AMERICA

The Corporation’s properties in the Central and South America region include the Marlin Mine, the Pueblo Viejo Project (40%), the Cerro Negro Project, the El Morro Project (70%), the Alumbrera Mine (37 ¹/2%) and the Cerro Blanco Project. The Marlin Mine, the Pueblo Viejo Project and the Cerro Negro Project, each described below, are considered to be material mineral properties to Goldcorp.

MARLIN MINE, GUATEMALA

The Marlin Mine is indirectly wholly-owned by Goldcorp. In 2010, the Marlin Mine, located in Guatemala, produced its one-millionth ounce of gold and continues to generate significant cash flow. Marlin has been in production since late 2005, operating as both an open pit and underground mine. Open pit operations will cease in 2012 as the final, higher-grade portion of the open pit is mined, and the mine will become an underground operation only.

Andrew S. Tripp, P.Eng., prepared a technical report in accordance with NI 43-101 entitled “Goldcorp Inc., Marlin Gold Operation, Guatemala, NI 43-101 Technical Report” (the “Marlin Report”) dated March 21, 2011. Andrew S. Tripp is a qualified person under NI 43-101. The following description of the Marlin Mine has been summarized, in part, from the Marlin Report and readers should consult the Marlin Report to obtain further particulars regarding the Marlin Mine. The Marlin Report is available for review on the SEDAR website located at www.sedar.com under the Corporation’s profile.

All scientific and technical information in this summary relating to any updates to the Marlin Mine since the date of the Marlin Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by Christian Ardiles, Eng., Reserve Engineer, Marlin Mine, who is a qualified person under NI 43-101.

Project Description and Location

The Marlin Mine and associated exploration assets are 100% owned by Montana Exploradora de Guatemala, S.A. de C.V. (“Montana”), Entre Mares de Guatemala, S.A., and Peridot S.A., all indirectly wholly-owned subsidiaries of the Corporation. The Marlin Mine is located in the northern section of the province of San Marcos approximately 140 kilometres northwest of the capital, Guatemala City. The Marlin Mine facilities are divided amongst the municipalities of San Miguel Ixtahuacán and Sipacapa.

The Marlin Mine consists of one 2,000 hectare exploitation concession (the “Marlin Concession”) and a claim to about 545.25 kilometres squared of exploration concessions surrounding the Marlin Concession. The concessions were “coordinate staked”, filed only referenced to Universal Transverse Mercator coordinates. The Marlin Concession will expire in 2028 and is subject to a yearly fee of approximately $4,000. The annual work requirements are to exploit the mineral deposit, and present an annual report detailing quantities of minerals extracted and sold, among other technical information. Exploration concessions are granted for durations that range from three years to seven years. A royalty of one percent on gross revenues is payable on the exploitation stage. A 0.1% voluntary royalty on gross revenue is paid to the municipality of Sipacapa.

The Corporation holds sufficient legal surface rights to cover all current Marlin Mine activities, though steps are still being taken to have title to surface rights registered in the Corporation’s name, primarily due to the lack of written title. The Corporation continues to purchase selected surface rights parcels to expand mine buffer areas, for exploration purposes and to extend Mineral Reserves.

Environmental liabilities are limited to those that would be expected to be associated with an operating gold mine where production occurs from open pit and underground sources, including roads, site infrastructure, waste dumps and tailings storage facilities. All environmental regulatory permits, licenses and authorizations required to carry out planned operations at the Marlin Mine have been obtained and are in good standing.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Marlin Mine is located in the municipality of San Miguel Ixtahuacán, a region with approximately 40,000 inhabitants and is accessible by paved and gravel roads from Huehuetenango 50 kilometres to the northeast, or San Marcos 70 kilometres to the southwest. It is approximately 300 kilometres by paved and gravel roads from Guatemala City. There is an 800 metre all weather airstrip located within the Marlin Mine perimeter as well as a helicopter pad.

The climate is predominately warm and dry with well defined wet and dry seasons. The majority of the annual rainfall, 1,008 millimetres, is received during the wet season from May through October. The average yearly temperature in the area is approximately 25 degrees Celsius, but can range from 0 degrees Celsius to as much as 40 degrees Celsius. Mining operations are conducted year-round. Topography is characterized by moderate to steep terrain with elevations ranging from 1,800 to 2,300 metres above sea level. Flora primarily comprises fragmented, secondary stands of pine and oak. Fauna include many bird species as well as small populations of rodents, snakes, and small mammals.

Site infrastructure is comprised of, among other things, two open pit mines, one underground mine, a waste rock storage facility, processing plant, a camp, a tailings management facility and administrative buildings. Power for the mine is obtained from a local power broker and is provided via a 27 kilometre power line built by the Corporation and dedicated to the Marlin Mine. A set of back up diesel generators can provide power to the entire site in the event of an outage. A skilled labour force is available. Process and potable water for the Marlin Mine is sourced from four deep wells and is stored in tanks and ponds throughout the property. Mining and processing supplies and consumables are sourced nationally and internationally.

History

Montana Gold Corp. acquired the original Marlin Concession in 1996 whereupon its wholly-owned subsidiary, Montana, commenced exploration. The Marlin Mine deposit was discovered in 1998. Francisco Gold Corporation continued exploration following its acquisition of Montana Gold Corp. in 2000. Work completed by Montana Gold Corp. and Francisco Gold Corporation included conducting rock-chip, soil, channel and trench sampling, conducting stream sediment sampling covering an area of six kilometres by eight kilometres centred on the Main Zone, conducting a 20 line kilometre of induced polarization and resistivity ground geophysical surveys over an area of 1,200 metres by 1,000 metres, conducting a ten line kilometre of soil geochemical sample surveys, geological mapping and drilling 24 core drill holes (2,500 metres). This work identified the Main Zone, Don Tello-Los Tomates Zone, La Hamaca, Ajel, and Los Cochis Zone gold and silver anomalies.

Glamis acquired the Marlin Mine in 2002 through a plan of arrangement with Francisco Gold Corporation, and since that date has undertaken core, rotary and reverse circulation drilling, metallurgical test work, underground drift development, geotechnical and hydrological studies, condemnation drilling, engineering studies, mine development studies and Mineral Resource estimates. Marlin Mine development commenced in 2004 and the Marlin Mine became operational in late 2005.

In December 2006, Glamis was acquired by Goldcorp. In 2006, drilling in the southwestern corner of the Marlin Concession encountered ore grade mineralization and drilling of the West Vero vein continues to further define this reserve that is slated for mine development during 2011 and 2012.

Geological Setting

Regional Geology

Tectonically, Guatemala is characterized by a large suture zone formed by the collision of two major tectonic plates, the North American and Caribbean plates, and the influence of the subduction zone of the Cocos plate. This tectonic contact is formed by two east-west trending systems of strike-slip faulting, the Cuilco-Chixoy-Polochic fault and the Motagua fault.

The Mayan tectonic block is located north of the Cuilco-Chixoy-Polochic fault system and consists mainly

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of metamorphic rocks, detrital sediment, limestone and some intrusive rocks. The Chortis tectonic block, on the other hand, is located south of the fault system and exhibits of an underlying basement of pre-Permian metamorphic rocks, sedimentary rocks and intrusions that underlie the Tertiary-Quaternary rocks of the volcanic cordillera. This block also contains an active volcanic arc that is associated with the subduction of the Cocos plate. Ophiolite complexes are also present along the suture zone.

The Marlin Mine gold-silver deposit is located within the Chortis block and closely associated with faults that cut a sequence of calc-alkaline Tertiary volcanic rocks, 20 kilometres south of the left-lateral strike-slip Cuilco-Chixoy-Polochic fault system.

Lithologies of the Chortis Block include Palaeozoic schist, gneiss and granite which are overlain by dacitic to andesitic tuff, lahar and andesitic to basaltic flows formed during Tertiary volcanic eruptions. Eruptive units are separated by thin beds of waterlain sedimentary rocks composed mostly of shale and tuffaceous shale. These rocks are covered by locally thick eruptive units of Quaternary and recent dacitic volcanic ash. The Marlin Mine deposit occurs within the Tertiary mafic eruptive unit. The deposit trends in the same direction as the Cuilco-Chixoy-Polochic fault system.

Local Geology

The Marlin Mine deposit is hosted within a sequence of Tertiary volcanic rocks, approximately 400 to 500 metres in thickness, overlying a metamorphic basement. There are four main lithologic units present within the Marlin Mine area: pyroclastic deposits, andesitic rocks, a volcaniclastic sequence, and porphyritic dykes.

Structural controls of the Marlin gold and silver deposits involve both pre-mineral and post-mineral faults that have modified the geometry and grade distribution of the deposit. Gold-silver mineralization at the Marlin Mine occurs within a broad east-west trending zone of structurally controlled, argillic alteration, enclosing spatially restricted zones of silicification. These silicified zones often coincide with areas of high vein density and abundant quartz stockwork and breccia. Alteration in the Marlin Mine area is typical of a low-sulfidation epithermal system. The core of quartz-adularia-calcite veins are tightly confined to faults within densely silicified rock at depth. Stockwork veining occurred across broader complexly sheared zones within 100 to 200 metres of the present surface.

Narrower, discontinuous silicified zones occur along the Marlin Vein, within the Virginia Fault from 2,000 metres elevation to the original pre-mining surface (2,200 metres elevation). From 2,000 metres elevation, to depths below the deepest drilling at 1,600 metres, the volcanic rocks are pervasively silicified over widths of at least 500 metres, centered on the Virginia Fault. The silicified zone narrows quickly at the eastern end of the ore body. Silicification continues beyond drilling to the west. Alteration consisting of quartz-sericite-pyrite-clay-chlorite forms a 50 to 100 metre wide halo around the deposit beyond and above silicification. Chlorite-calcite-pyrite-clay alteration is present another 50 to 100 metres beyond this. An increase in quartz-sericite-pyrite alteration to the west indicates that the center of the hydrothermal system is to the west of the Marlin Mine deposit. Chlorite-calcite-smectite alteration is the most pervasive, covering an area of three square kilometres.

Property Geology

The Main Zone is located on a silicified knoll and surrounded by zones of strong argillic alteration. The Main Zone represents a 30 to 40 metres thick mineralized body, controlled by a set of stacked thrust faults, which crops out to the north over the silicified knoll. The main quartz vein zone within the Marlin Mine deposit strikes N70W and dips 20 to 70 degrees to the south. This vein zone intersects with a second vein zone that strikes N70E and dips steeply to the north. Gold and silver values are greatest at the intersections of the vein zones. At the Main Zone, gold and silver mineralization occurred within a dense network of northeast and northwest trending quartz veins, and also throughout abundant zones of quartz stockwork, and breccia. Drilling to date has determined the grade, thickness and continuity of the flat-lying mineralized zone for more than 400 metres along strike, and several hundreds of metres down-dip to the south. The body remains open to the east, west and south.

Mineralization is confined within a quartz stockwork zone developed proximal to the Virginia Fault. Contained within the stockwork zones is a massive quartz–adularia–calcite vein. The majority of the lower grade ore parallels the Virginia Fault. The width of the stockwork zone varies along its strike and down dip. Concentrations of higher-grade ore

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often occur where the Virginia Fault is intersected by mineralized faults such as the Don Tello Fault. These intersecting faults are also mineralized but are much narrower (two to three metres) than the Virginia Fault. A massive, higher-grade quartz–adularia–calcite vein is located within the mineralized stockwork zone. The vein averages four metres in width, but varies from two metres to as much as 13 metres. The location of the vein can vary within the mineralized shears occurring at the center or along either margin. In general the quartz–calcite veins are continuous along the drilled strike of the Virginia Fault. Rarely are multiple vein intercepts encountered.

The Don Tello–Los Tomates Zone is a 20 to 30 metre wide, northeast-trending, structural corridor consisting of a central high-grade quartz-calcite vein and marginal stockwork zones. This corridor is located 200 metres south of the Main Zone. The Los Cochis Zone is a 30 to 35 metres wide, northwest-trending, structural corridor dominated by mineralized zones of quartz stockwork. The West Vero zone is a system of narrow semi-parallel veins and cross-structure situated about 1.5 kilometres southwest of the Main Zone. The La Hamaca zone is located about three kilometres north of the Marlin Zone, and is similar to the West Vero zone.

Exploration

Exploration has been undertaken by the Corporation, its precursor companies or by contractors. Exploration activities on the Marlin Mine have included geological mapping, core drilling, reverse circulation drilling, trenching, soil and sediment sampling, ground geophysical surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been conducted.

Regional and detailed geological mapping was completed in a number of phases and results were used to identify areas of quartz veining, alteration, silicification and sulphide outcrop that warranted additional work.

Soil, stream sediment, channel, pit, adit, underground, grab and rock sampling are used to evaluate mineralization potential and generate targets for core drilling. Geochemical data have been superseded by the drill programs and production data in all resource and reserve areas. Ground geophysical surveys, consisting of induced polarization and resistivity, were used to vector into mineralization and generate targets for drill programs. A gravimetric survey was also undertaken in 2006 to define regional targets.

Various geotechnical and hydrogeological studies were undertaken prior to mine construction to determine the likely rock mass characteristics of the open pit and underground mines, and underground support requirements, as well as effects of groundwater on operations. Structural geology studies and mineral genesis studies have also been performed.

Mineralization

Ore-stage veins and stockwork zones consist of banded quartz, calcite and adularia, with smaller amounts of pyrite, acanthite, pyrargirite-proustite and native gold-electrum. The veins cut all rock types and earlier-stage alteration types. Below the 2,000 metre elevation, within the densely silicified zone, a wider vein is confined to the Virginia Fault with a relatively narrow stockwork ± hydrothermal breccia halo, rarely over ten metres wide. Near surface, particularly above an elevation of 2,100 metres, the Virginia Fault imbricates and intersections with cross faults trending mostly N70E helped develop broader stockwork zones over 50 metres wide. The Marlin and Cochis pits encompass this lower grade stockwork with high grade vein along the fault, while the underground ore zones include the deeper, consolidated quartz-calcite-adularia veins. The La Hamaca and West Vero zones share the same characteristics as the Marlin underground mineralization style.

Mineralization extended over an east–west distance of 2,500 metres and as much as 1,000 metres north-south in the Marlin and West Vero Zone. Much of this area is still as of yet unexplored and new veins have been found very close to current workings with high-grade gold and silver values that may, with additional drilling, potentially support Mineral Resource estimates. The vast majority of the oxidized portion of the currently defined deposit has been mined, leaving mainly sulphide Mineral Reserves. Non-oxide mineralization contains pyrite at concentrations averaging one percent to three percent. Many of the highest-grade intersections at Marlin Mine occur within south-dipping tectonic breccia zones.

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Silver to gold ratios in the upper portions of the mineralized zones of the Virginia ore-body are generally lower, at about 15:1. Below the 2,000 level, the ratio increases to about 30:1 with some local areas displaying ratios greater than 50:1. The current Mineral Reserve at West Vero has a ratio of 65:1, meaning that silver will be roughly equal in value to the gold produced at current metal prices and recoveries. The silver to gold ratio at La Hamaca is about 25:1.

Drilling

During 2001 and 2002, Francisco Gold Corporation drilled some shorter core holes in the upper portion of the Main Zone in the area of what is now the open pit operation.

In 2002 and 2003, Glamis began a program of longer core and reverse circulation holes at the Main Zone which encountered what would become the underground resource. They also drilled a series of short rotary reverse circulation holes in the upper few benches of the Main Zone to define a high grade capping structure called the Rubble Zone. A small number of holes were drilled in the Vero Zone.

In 2004, more infill and step-out drilling was performed on the Main Zone and a limited drill program was completed at the Vero Zone, but the drill holes were sited to the east of the currently delineated Mineral Reserves. The first holes were also drilled at La Hamaca, supporting establishing of a Mineral Resource there.

In 2005, a total of 27 holes were completed at the West Vero Zone. The Rosa vein was also drilled from the underground mine development. Detailed Virginia vein definition drilling was also undertaken. Additionally, infill drilling at the La Hamaca deposit supported conversion of some Mineral Resources to Mineral Reserves. A series of condemnation holes was also drilled in areas where infrastructure was to be built.

In 2006, a total of 37 drill holes were completed at the West Vero and Ajel zones. Some infill drilling was also carried out at the La Hamaca deposit and a small surface program tried to identify the near surface presence of the Rosa vein.

In 2007, exploration focused on definition of additional mineralization in the Marlin West extension zone, conversion of a portion of the West Vero zone Mineral Resources to Mineral Reserves and advancement of an exploration drift towards the Coral zone, a satellite occurrence located one kilometre north of the Marlin Zone. During the year, a total of 24 holes were drilled for a total of 11,410 metres at West Marlin, 21 holes were drilled for a total of 7,648 metres at West Vero and 187 metres of underground drift development towards Coral was completed. Drilling was also conducted around a small anomaly, Nati/Ixcaniche, encountered while undertaking geotechnical drilling for a tailings dam.

In 2008, exploration continued to focus activities on the West Vero zone, West Marlin extension and the Coral drift. A total of 16 drill holes (7,423 metres) were completed at West Vero, 20 holes (7,782 metres) at West Marlin, 316 metres of drift in the Coral area, and one core hole (519 metres) at Coral. A small program was aimed at increasing the known strike extent of the Tello structure both to the east and west. Additional holes were also drilled at Nati/Ixcaniche.

In 2009, exploration continued in the West Vero zone, the West Tello extension area, the Coral Zone and the Ixcaniche target area. Underground drilling was also carried out to define extensions of the Tello and Rosa veins. A total of 22 drill holes (14,082 metres) were completed at West Vero, six drill holes (879 metres) were completed in the West Tello zone, four drill holes (872 metres) were completed at Coral, and one drill hole (372 metres) was completed at Ixcaniche. Underground exploration drilling of the Rosa and Tello veins comprised 14 drill holes for 3,917 metres. In addition, 56 metres of underground development were completed in the Coral drift.

During 2011, exploration focused on the Delmy vein and in lateral extension of West Vero. In the Delmy vein, the drill program was guided to obtain information of intercepts to depth and to north extensions. At the same time an infill program led to the conversion of the Mineral Resources to Mineral Reserves. For West Vero a short drill program in the first six months of 2011 was finished to test the east lateral extension of the West Vero mineralization. In addition, a drilling program tested a series of surface vein and gold anomaly occurrences in the Marlin district. A total of 45,750 metres of drilling was completed during 2011.

Drilling completed on the Marlin Mine for the period 1998 to 2011 comprised 2,187 drill holes for a total of 406,750 metres. Various international drill contractors have been used, including Boart Longyear, Kluane, St.

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Lambert, Rodio Swissboring, and R&R, as well as the use of many in-house drills (Hydracore 1000 and 2000, Longyear LM30, LM55, and LM75).

Drill Methods

Reverse circulation drilling was conducted using down-hole hammers and tricone bits, both dry and with water injection. Some reverse circulation drilling was performed as pre-collars for core drill holes. Sample recoveries were not routinely recorded for reverse circulation holes.

Core drilling typically recovered HQ size core (63.5 millimetres diameter) from surface, then was reduced to NQ size core (47.6 millimetres) where ground conditions warranted. Metallurgical holes were typically drilled using PQ size core (85 millimetres). Underground core drilling is typically NTW (56 millimetres) or HQ size.

Core was transferred to wooden core boxes, marked with “up” and “down” signs on the edges of the boxes. The drill hole number, box number and starting depth for the box was written before its use, whilst end depth were recorded upon completion. All information was marked with indelible pen on the front side of the box and also on the cover. All core from the Corporation’s drill programs has been processed on site. Transport of core boxes to the core shed was done by the Corporation’s personnel that was managing the drill program, or the drilling supervisor. Most of the core drilled for assay purposes was also logged for geotechnical rock quality

Twin Drilling

Perched water is commonly encountered at depths drilled by reverse circulation drilling. Therefore, drilling conditions susceptible to contamination may occur. A twin hole drilling program was initiated to re-sample areas where such contamination had been suspected. Based on twin hole drilling or inspection of other nearby core holes, certain reverse circulation holes were eliminated from the reverse circulation drilling was rarely used after 2004 other than for preliminary holes, after which any indication of mineralization was followed up with core drilling.

Geological Logging

Logging of rotary and reverse circulation drill cuttings and core utilized standard logging procedures. Initial logging utilized paper forms, with data hand-entered into a database from the form. Logs recorded lithologies, structure and quartz vein type, fracture frequency and orientation, oxidation, sulfide mineralization type and intensity, and alteration type and intensity. All drill core was photographed. A chip tray was created as a permanent record of each reverse circulation and rotary drill hole.

Collar Surveys

A differential global positioning system is utilized to collect drill collar survey information. The local declination used is three degrees. Drill hole locations are monumented with a cement marker pierced with a polyvinyl chloride pipe that indicates the drill hole orientation. The polyvinyl chloride pipe is labeled inside and out with the hole identification or scribed into the cement. Underground holes are surveyed with the mine total station and referenced to the network of mine control points.

Down-hole Surveys

Most drill holes longer than 100 metres drilled during and after 2003 were surveyed. Rotary holes greater than 200 metres that had not been surveyed were de-surveyed using trend analysis of surveyed rotary holes.

Recovery

In general core recovery is very good, and is over 95%. Core recovery and RQD data are measured by labourers and recorded on a geotechnical data form that is stored with the record of each drill hole.

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Deposit Drilling

Drill hole spacing is generally on 50 metre sections in the Main Zone, spreading out to 200 metres spaced sections in the condemnation zones. Drill spacing is wider again in the areas outside the conceptual pit outlines used to constrain Mineral Resources. Due to the differing vein orientations, every effort is taken to orient drill holes at angles perpendicular to these directions in an effort to provide true thicknesses of mineralization. As a result, depending on the drill hole, the relationship between sample length and true thickness will vary. However, the modeling process of defining mineralization envelopes from cross section drill data provides a good representation of true vein thickness.

Blast Hole Drilling

The Corporation currently employs two surface blast hole rigs, which drill 7.5 metres vertical blast holes for grade control sampling in fresh rock. The sub-grade is not sampled for grade control purposes. Drilling is on a nominal five metre by five metre grid in softer waste rock, 4.5 metres by 4.5 metres in harder waste rock, and five metres by 2.5 metres in ore zones. Every other row is loaded and blasted in these zones.

Underground Drilling

Underground drilling is performed by the Goldcorp’s personnel. The nominal drill spacing is 22 metres by 44 metres followed by infill drilling on a 22 metre by 22 metre grid. The length of the drill holes varies from 70 metres to 300 metres with an average of 150 metres. This data is used mainly for grade control models and detailed mine planning, but is incorporated into reserve block models when appropriate.

No factors were identified with the data collection from the drill program that could affect Mineral Resource or Mineral Reserve estimation.

Sampling and Analysis

Rock chip samples collected from 4 ³/4 inch, face-sampling, hammer-drilled reverse circulation holes are initially collected in a five-gallon bucket. The weight is then recorded and the sample placed into the hopper of a Gilson splitter. The process is repeated until the entire 1.5 metre sample is collected. The total weight is recorded on the sample sheet along with the sample identification and the time of day collected. Weights are only recorded for the dry portion of any drill hole. The samples are split into two halves, one half is retained and the other half is wasted. The remaining 50% is placed into the hopper again and another 50% split is made. The two samples are placed into pre-labelled plastic sample bags, one for assay and the other is stored. An air hose and nozzle is provided for blowing out the Gilson splitter, pan and buckets. A geologist is assigned to the rotary rig to supervise sample collection and log geology. Drill core is collected and placed in wooden core boxes made locally on site. The core is washed to obtain a clean surface for geologic and geotechnical logging and placed in a covered logging facility.

The drill core is collected and placed in wooden core boxes made locally on site. The core is washed to obtain a clean surface for geologic and geotechnical logging and placed in a covered logging facility. Core is sawn longitudinally with a diamond saw and half the core, on a nominal 1.5 metre interval broken at lithological boundaries, is placed in pre-labeled plastic bags. The other half core is retained for inspection or additional tests as warranted. Splits from the first 72 core holes from the Francisco Gold Corporation campaign were shipped to ALS Chemex’s Hermosillo, Mexico laboratory for preparation. After preparation, the samples were shipped for assaying to either Rocky Mountain Geochemical’s laboratory in Reno, Nevada or ALS Chemex Labs in Vancouver, British Columbia.

Beginning in June 2002, when Glamis began the second drilling program, splits from the core holes were shipped to a facility operated by Inspectorate laboratories in Guatemala City for preparation. From there, pulps were shipped to Inspectorate’s laboratory in Sparks, Nevada for assay. Inspectorate has been the official laboratory for all Marlin Mine drilling since 2002. Unused core from all drilling campaigns is available for inspection on site.

Blast holes are sampled as whole-hole samples by an experienced sampler. A tray is placed near the drill hole collar and collects cuttings during drilling of the upper seven metres of the hole. The material is then split until about 10 kilograms of cuttings are left. This is bagged, labelled and brought to the mine laboratory. Muck and chip sampling is performed when necessary, but is not a normal sampling procedure.

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Bulk density determination was originally performed on 92 core samples. The distribution of density samples within the mineralized area is sufficient for resource estimation. The procedure utilized for the density determination was based upon ASTM Method C914. Measurements were performed by Glamis personnel. Each sample was dried and sealed with wax. The weight of the sample in air and in water was calculated.

The independent laboratories used for Marlin Mine analysis exercise quality control in the form of duplicates, standard reference materials and blanks. No information is available on any QA/QC programs employed by Montana or Francisco Gold Corporation prior to 2002. Glamis established a limited QA/QC program focused on coarse reject and pulp reject checks. A frequency of one in 20 pulps was systematically submitted to the ALS Chemex for gold and silver analysis. Coarse rejects were also submitted to the check laboratory. Later programs incorporated the insertion of blanks, and standards into sample despatches sent to Inspectorate.

Security of Samples

Sample preparation and analytical laboratories used during the exploration programs on the Marlin Mine include ALS Chemex, Rocky Mountain Geochemical, CAS Honduras, and Inspectorate. ALS Chemex was responsible for sample preparation throughout the initial exploration and infill drilling phases through its non-accredited sample preparation facilities in Hermosillo, Mexico. All samples were dispatched to the Vancouver laboratory facility for analysis, which, at the time the early work was performed, was ISO-9000 accredited for analysis; the laboratory is currently ISO-17025 certified. ALS Chemex is independent of the Corporation and precursor companies. Rocky Mountain Geochemical was responsible for some check analysis in the initial exploration and delineation drilling stages. The certification of the laboratory at the time of sample analysis is unknown. The laboratory is independent of the Corporation and precursor companies. Inspectorate was responsible for both sample preparation and sample analysis for most of the exploration campaigns. The preparation laboratory in Sparks, Nevada, was non-accredited; the analytical laboratory held ISO-9000 accreditations for analysis. The laboratory is independent of the Corporation and precursor companies. The run-of-mine laboratory is not certified was not used for final assays in any of the exploration campaigns.

Sample security was not generally practiced at the Marlin Mine during the drilling programs, due to the remote nature of the site. Sample security relied upon the fact that the samples were always attended or locked at the sample dispatch facility. Sample collection and transportation have always been undertaken by the Corporation or laboratory personnel using company vehicles. Chain of custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory.

The author of the Marlin Report is of the opinion that the quality of gold and silver analytical data are sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analyses and security are generally performed in accordance with exploration best practices and industry standards.

Data checks were performed by Glamis personnel in support of technical reports on the Marlin Mine in 2002 and 2003, as well as by independent consultants during reserve audits from 2004 to 2009. In 2004 and 2007, Mine Development Associates of Reno, Nevada, conducted audits of the Mineral Resources and Mineral Reserves at the Marlin Mine, with the objective of identifying any issues that could have a material effect on the stated amounts, and to ensure that the estimation methodology used at the Marlin Mine complied with standard industry practice. In 2008 and 2009, the Marlin Mine Mineral Resources and Reserves were audited by Independent Mining Consultants of Tucson, Arizona, with the same objective.

Assay data verification is performed by the Corporation’s staff through routinely checking the computer database against the original assay data sheets. Mathematical statistics and “flier” searches are performed on the assay data to help verify data integrity. Missing, duplicate, or overlapping data is also screened prior to entry to the database.

The process of data verification for the Marlin Mine has been performed by external consultancies and Goldcorp personnel, including the author of this report. The Corporation considers that a reasonable level of verification has been completed, and that no material issues would have been left unidentified from the programs undertaken. The author of the Marlin Report has reviewed the appropriate reports, and is of the opinion that the data verification programs undertaken on the data collected from the Marlin Mine adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation, and in mine planning.

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Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Marlin Mine as of December 31, 2011:

Proven and Probable Mineral Reserves ^{(1)(2)(3)(4)(5)}

			Grade				Contained Metal
Category	Tonnes		Gold		Silver		Gold		Silver
	(millions)		(grams per tonne)		(grams per tonne)		(millions of ounces)		(millions of ounces)
Proven		4.41		4.11		133.43		0.58		18.92
Probable		3.75		5.52		287.08		0.66		34.57
Proven + Probable		8.16		4.76		204.00		1.25		53.49

(1) The Mineral Reserves for the Marlin Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.

(2) Based on a gold price of $1,200 per ounce and a silver price of $20 per ounce.

(3) The life-of-mine metallurgical recoveries are projected to be 94% for gold and 88% for silver.

(4) Numbers may not add up due to rounding.

(5) Cut-off grades for open pit are 0.93 grams per tonne gold. Cut-off grades for Marlin and West Vero UG and La Hamaca are 3.2 grams per tonne AuEQ.

The following table sets forth the estimated Mineral Resources for the Marlin Mine as of December 31, 2011:

Measured, Indicated and Inferred Mineral Resources ^{(1)(2)(3)(4)(5)(6)}

			Grade				Contained Metal
Category	Tonnes		Gold		Silver		Gold		Silver
	(millions)		(grams per tonne)		(grams per tonne)		(millions of ounces)		(millions of ounces)
Measured		0.08		2.49		120.86		0.01		0.30
Indicated		0.47		2.20		89.09		0.03		1.35
Measured + Indicated		0.55		2.24		93.54		0.04		1.65
Inferred		0.85		3.47		202.29		0.09		5.50

(1) The Mineral Resources for the Marlin Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101.

(2) Based on a gold price of $1,350 per ounce and a silver price of $24 per ounce.

(3) Numbers may not add up due to rounding.

(4) Mineral Resources are exclusive of Mineral Reserves and do not include dilution. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(5) Mineral Resources are defined within Lerchs-Grossman pit shells or have been confined using appropriate underground mining constraints.

(6) Cut-off grades for open pit are 0.80 grams per tonne gold. Cut-off grades for Marlin and West Vero UG and La Hamaca are 2.78 grams per tonne AuEQ.

Mining Operations

Description of Open Pit Operations

Mining commenced at the Marlin Mine in 2005. At the end of 2011, mining of the Marlin pit was completed and mining in the Cochis pit resumed with only smaller contractor equipment. Total daily production in 2011 was approximately 19,400 tonnes per day. The production rate for 2012 is projected to be 9,840 tonnes per day through April, at which time all open mining will be completed.

Underground mining commenced at the Marlin Mine in 2004, with initial production in 2005. The Marlin Mine underground mine is a ramp accessed mine with two main access ramps running in parallel from the surface,

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and a separate ventilation exhaust adit. Past production has been almost exclusively from the Virginia vein. Ore is produced by mechanized cut and fill and longhole methods with waste and cemented rock fill backfill. The planned West Vero underground mine is currently being accessed via a 1.5 kilometre tunnel from the Marlin Mine underground mine. Development will continue in 2012 and production is projected by mid-2012. The Marlin underground mine is currently producing about 1,930 tonnes per day of ore. Development rates are about 19 metres per day for company and 18 metres per day for contractors.

Based on the year-end 2010 Mineral Reserves, production from open pit sources is planned to continue until 2012. Underground production is planned until 2017. Together with the underground production, there are sufficient stockpiles after the pits are finished to maintain the mill feed rate until 2017. A closure and reclamation plan has been prepared for the mine site. The costs for this plan were calculated based on the standardized reclamation cost estimator model which is based on the Nevada State regulations.

In December 2011, a tailings filtration plant was commissioned whereby approximately 50% of tailings are being treated in the filtration plant with the rest going into the tailings storage facility. The filtered tailings currently being produced are being deposited in the waste rock facility, however, the Marlin Mine is currently in the process of obtaining the requisite permits for future deposition of filtered tailings in the mined out Marlin pit.

Goldcorp has refining agreements with Johnson Matthey and Met Mex Peñoles for refining of doré produced from the mine and bullion is sold on the spot market by marketing experts retained in-house by Goldcorp. The terms contained within the sales contracts are typical and consistent with standard industry practice, and are similar to contracts for the supply of doré elsewhere in the world.

The Corporation currently operates under the five percent income tax on gross revenues regime. A three percent stamp tax is also paid on all dividends (net income). Goods and services purchased nationally are subject to a 12% value added tax, but the Corporation is exempt from paying importation duties and value added tax on imported goods used in the mining and processing areas. The new government has announced an agreement with the Guatemalan industry association (Camara de Industria de Guatemala), which includes the extractive industries council (Gremial de Industrias Extractivas), to voluntarily increase the royalty payable with respect to the production of precious metals to 4% of gross proceeds and of base metals to 3% of gross proceeds. Montana agreed to pay an additional 1% gross royalty on production from the Marlin Mine.

Exploration and Development

Numerous surface samples have been found within the Marlin Mine areas that contain gold values in excess of one gram per tonne. Within these areas, on-going exploration has identified an extensive network of faults and fractures which exist for over ten kilometres along strike from the Main Zone of mineralization and along parallel and crosscutting faults. Detailed surface work has delineated four additional drill targets outside of the Main Zone.

The most advanced target, Coral, is in a structural corridor striking north 30 east and extending from the Los Cochis mineralization through the La Hamaca target for a distance of over three kilometres. Quartz vein alteration has been traced over a distance of one kilometre in a north 70 west direction and a width of as much as 100 metres. This mineralization is less than one kilometre north of the Main Marlin Zone mineralization. Surface rock chip sampling has indicated high-grade gold anomalies. The target is open-ended along strike in both directions.

Exploration work at the Marlin Mine continues to be directed at identifying new district exploration targets, developing new zones to increase resources, and defining additional ounces that will add to the overall mine reserve base and mine life. The recommended work programs for the Marlin Mine are based around on-going operational optimization of the known deposits and mineralization to support the planned the Marlin Mine’s mine life, and to maximize potential for identification of additional mineralization that could support Mineral Resource estimation and eventually, the possible conversion to Mineral Reserves.

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PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC

Goldcorp holds an indirect 40% interest in the Pueblo Viejo Project. Barrick holds the other 60% interest in, and operates the Pueblo Viejo Project. The Pueblo Viejo Project, located in the Dominican Republic, is an open pit gold mine in the pre-production phase.

Robbert Borst, C.Eng., Associate Principal Mining Engineer, RPA, Chester Moore, P.Eng., Principal Geologist, RPA and André Villeneuve, P.Eng., Associate Metallurgist, RPA, prepared a technical report addressed to Pueblo Viejo Dominicana Corporation (“PVDC”), the operating company for the joint venture partners, Barrick and Goldcorp in accordance with NI 43-101 entitled “Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic” dated March 16, 2012 (the “Pueblo Viejo Report”). Robbert Borst, Chester Moore and André Villeneuve are each qualified persons under NI 43-101. The following description of the Pueblo Viejo Project has been summarized, in part, from the Pueblo Viejo Report and readers should consult the Pueblo Viejo Report to obtain further particulars regarding the properties held by the Pueblo Viejo Project. The Pueblo Viejo Report is available for review under Goldcorp’s profile on SEDAR at www.sedar.com.

Property Description and Location

The Pueblo Viejo Project is located in the central part of the Dominican Republic on the Caribbean island of Hispaniola in the province of Sanchez Ramirez. The Pueblo Viejo Project is 15 kilometres west of the provincial capital of Cotui and approximately 100 kilometres northwest of the national capital of Santo Domingo, in an area of moderately hilly topography, and is situated on the Montenegro Fiscal Reserve which covers an area of 4,880 hectares. The two main areas of alteration and mineralization are the Monte Negro and Moore deposits. The deposits of precious and base metals consist of high sulphidation, quartz-alunite epithermal gold and silver deposits.

PVDC is the holder of the right to lease the Montenegro Fiscal Reserve by virtue of a special lease agreement of mining rights, effective as of July 29, 2003 as amended in November 2009 (the “Special Lease Agreement”). The Special Lease Agreement provides PVDC with the right to operate for a 25 year period, which was triggered on February 26, 2008, with rights of renewal allowing for a total of 75 years. Under the Special Lease Agreement, PVDC is obliged to pay to the government of the Dominican Republic: income tax; a net smelter return royalty of 3.2%; and a net profits interest with a rate that varies with the price of gold, and equals 28.75% when the internal rate of return equals ten percent.

The government of the Dominican Republic remains responsible for the relocation, where necessary, of those persons dwelling in the Los Cacaos and El Llagal basins. The Pueblo Viejo mine site requires 146 permit approvals from 16 governmental agencies. As of the date of the Pueblo Viejo Report, approval had been granted for 86 permits, 18 had been submitted to the government, and 42 had been identified to be prepared. PVDC obtained ten authorizations for a power project which includes a 215 megawatt combined circle power plant to be installed in Quisqueya, San Pedro de Macoris and a power transmission line approximately 110 kilometres in length to the Pueblo Viejo Project. An additional eleven authorizations have been identified to be obtained in the future.

Pursuant to the Special Lease Agreement, environmental remediation within the mine site and its area of influence is the responsibility of PVDC, while the Dominican government is responsible for historic impacts outside the development area. However, agreement was reached in 2009 that PVDC would donate up to $37.5 million, or half of the government’s total estimated cost of $75 million, for its clean-up responsibilities. In December 2010, PVDC agreed to contribute the remaining $37.5 million on behalf of the government towards these clean-up activities.

In 2005, as updated in 2007, PVDC completed a feasibility study on the Pueblo Viejo Project (the “Pueblo Viejo Feasibility Study”). An environmental and social impact assessment (“ESIA”) and environmental management plan (“EMP”) were approved by the Secretariat of State for the Environment and Natural Resources on December 26, 2006 and the environmental licence No. 0101-06 was issued in January 2007 (the “Environmental Licence”). Conditions of the Environmental License include detailed designs for tailings dams, installation of monitoring stations and submission for review of the waste management plan and incineration plant design. An updated EMP including silver/copper recovery was submitted on September 30, 2007, and subsequently approved in

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December 2010. An environmental evaluation report was submitted in 2008 to address an increase in the planned processing rate to 24,000 tonnes per day, and the Environmental License was modified.

The Environmental Licence requires a compliance bond of approximately $16.4 million, corresponding to ten percent of the cost of the Environmental Adjustment and Management Plan (“PMAA”) of the construction phase. Once the construction phase is completed, PVDC will provide a bond that corresponds to ten percent of the amount of the updated PMAA defined for the operational phase. At the end of the operational phase, PVDC will provide the corresponding bond at ten percent of the total amount of the PMAA for the closure and post closure phases. PVDC is also required to create an environmental reserve fund to be held in an offshore escrow account funded at a rate equal to five percent of all operational costs, other than costs of concurrent rehabilitation, until the funds are adequate to discharge PVDC’s closure reclamation obligations.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Pueblo Viejo Project from Santo Domingo is by a four lane, paved highway, which then connects to a paved, two lane, secondary highway at the town of Piedra Blanca, approximately 78 kilometres from Santo Domingo, the location of the main port facility. A network of haul roads is being built to supplement existing roads so that mine trucks can haul ore, mine overburden and limestone from the various quarries. As well as the existing access roads, current site infrastructure includes accommodation, offices, truck shop, medical clinic and other buildings, water supply, and old tailings impoundments with some water treatment facilities. Upgrade and renovations will be performed on some of these facilities. The Pueblo Viejo Project has filled most non-technical staff positions and labour requirements from local communities and currently employs nearly 6,500 workers.

There is a tropical climate with little fluctuation in seasonal temperatures. The average annual temperatures are 25 degrees Celsius, and temperatures range from daytime highs of 32 degrees Celsius to night time lows of 18 degrees Celsius. Annual rainfall is approximately 1,800 millimetres, with May through October typically being the wettest months. The Dominican Republic is in an area where hurricanes occur, with the hurricane season typically from August to November.

The central region of the Dominican Republic is dominated by the Cordillera Central mountain range. The Pueblo Viejo Project is located in the eastern portion of the Cordillera Central mountain range where local topography ranges from 565 metres to approximately 65 metres above sea level. There is little primary vegetation on the Pueblo Viejo Project site and surrounding concessions. Secondary vegetation is abundant outside of the excavated areas and can be quite dense.

The primary tailings storage area will be located in the El Llagal valley approximately 3.5 kilometres south of the plant site and consists of two rockfill dams with saprolite cores. With respect to Mineral Reserve estimates, the current mine life is constrained by tailings storage availability. Other potential tailings storage sites have been identified and negotiations are underway to obtain relevant permits.

The power supply for permanent operations will be completed in 2013. See “Mining Operations”. Due to significant construction delays which have been incurred by the project with respect to power, PVDC has decided as a mitigation measure to use temporary alternatives, including on-site generation supplying 13 megawatts, sufficient for pre-commissioning, supplemented by an additional 30 megawatts of power generated on-site for commissioning. Power from the Monte Rio plant will replace the temporary connection to the national grid. Initial water for earthworks and construction is being supplied largely from the Maguaca River, but also from the pipeline that connects the Hondo Reservoir and the freshwater pond. Potable water for construction offices, dining rooms, toilets, and use mainly at the plant site, is being supplied during construction from a temporary tank located north of the oxygen plant.

Domestic waste water from the various sites will be collected through an underground gravity sewer system. Separate, underground, gravity systems will be built to serve the construction and operations camps. The clean effluent will be discharged to the local river system. Non-hazardous domestic solid waste will be sent by truck to a central handling facility. An incinerator will be installed at the non-hazardous waste dump to burn the solid waste.

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History

The earliest records of Spanish mine workings at Pueblo Viejo are from 1505, although Spanish explorers sent into the interior of the island during the second visit of Columbus in 1495 probably found the deposit being actively mined by the native population. The Spanish mined the deposit until 1525, when the mine was abandoned in favour of newly discovered deposits on the American mainland. There are few records of activity at Pueblo Viejo from 1525 to 1950, when the Dominican government sponsored geological mapping in the region. Exploration at Pueblo Viejo focused on sulphide veins hosted in unoxidized sediments in streambed outcrops.

Rosario Resources Corporation of New York (“Rosario”) optioned the property in 1969. As before, exploration was directed first at the unoxidized rock where sulphide veins outcropped in the stream valley and the oxide cap was only a few metres thick. As drilling moved out of the valley and on to higher ground, the thickness of the oxide cap increased to a maximum of 80 metres, revealing an oxide ore deposit of significant tonnage. In 1972, Rosario Dominicana S.A. was incorporated. Construction started in 1973 and open pit mining of the oxide deposits started in the Moore area in 1975. In 1979, the Dominican Republic Central Bank purchased all foreign-held shares in the mine. Rosario continued exploration throughout the 1970s and early 1980s, looking for additional oxide resources to extend the life of the mine. Rosario employed several drilling methods. The majority of holes were vertical with a drill hole spacing ranging 20 metres to 80 metres. Core recoveries were reported to be approximately 50% in areas of mineralization and within silicified material.

The Monte Negro, Mejita, and Cumba deposits were identified by soil sampling and percussion drilling, and were put into production in the 1980s. Rosario also performed regional exploration, evaluating much of the ground adjacent to the Pueblo Viejo concessions, with soil geochemistry surveys and percussion drilling. An airborne electro-magnetic survey was flown over much of the Maimon Formation to the south and west of the Pueblo Viejo Project. With the oxide resources diminishing, Rosario initiated studies on the underlying refractory sulphide resource in an effort to continue the operation and in 1986 and 1992, feasibility studies were conducted.

Rosario continued to mine the oxide material until approximately 1991, when the oxide resource was essentially exhausted. A carbon-in-leach plant circuit and new tailings facility at Las Lagunas were commissioned to process transitional sulphide ore at a maximum of 9,000 tonnes per day. Results were poor, with gold recoveries varying from 30% to 50%. Selective mining continued in the 1990s on high-grade ore with higher estimated recoveries. Mining in the Moore deposit stopped early in the 1990s owing to high copper content (which resulted in high cyanide consumption) and ore hardness. Mining ceased in the Monte Negro deposit in 1998, and stockpile mining continued until July 1999, when the operation was shut down. In 24 years of production, the Pueblo Viejo mine produced a total of 5.5 million ounces of gold and 25.2 million ounces of silver.

Three companies were involved in Rosario’s attempt to find a strategic partner in 1992 and 1996: GENEL JV, Mount Isa Mines Limited (“MIM”), and Newmont Mining Corporation (“Newmont”). The process was never completed but each of the three companies conducted work on the property for their evaluations. The GENEL JV expended six million dollars between 1996 and 1999 in studying the project and advancing the privatization process. Studies included diamond drilling, developing a new geological model, mining studies, evaluation of refractory ore milling technologies, socioeconomic evaluation and financial analysis. In 1996 and 1999, the GENEL JV drilled 20 holes, 11 in the Moore deposit and nine in the Monte Negro deposit. All holes were drilled at an angle and down-hole surveys were performed. GENEL JV used a GPS to locate drill holes and to survey the existing pits. In 1997, MIM drilled 31 holes for a total of 4,600 metres at Pueblo Viejo, 15 in the Moore deposit and 16 in the Monte Negro deposit. Core size was HQ size with occasional reductions to NQ size as necessary to complete the holes. Five holes were vertical and 26 were drilled at an angle. MIM collected a metallurgical sample from drill core, carried out detailed pit mapping, completed induced polarization geophysical surveys over the known deposits and completed aerial photography over the mining concessions. MIM proposed to carry out a pilot plant and use ultra-fine grinding/ferric sulphate leaching. In each of 1992 and 1996 Newmont had proposed to carry out a pilot plant and feasibility study for ore roasting/bio-oxidation. Samples were collected for analysis, but no results are available.

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In 2000, the government of the Dominican Republic invited international bids for the leasing and mineral exploitation of the Pueblo Viejo sulphide deposits. Placer Dome was the successful bidder and the parties negotiated the Special Lease Agreement, which became effective on July 29, 2003. Placer Dome conducted structural pit mapping of the Moore and Monte Negro open pits in 2002. Placer Dome also mapped and sampled a 105 square kilometre area around the concessions as part of an ongoing environmental baseline study to identify acid rock drainage sources outside the main deposit areas. Part of the regional mapping and sampling program focused on evaluating the potential for mineralization in the proposed El Llagal tailings storage area. Mapping and stream sediment sampling were conducted in the El Llagal valley and adjacent Maguaca and Naranjo river valleys. Further geotechnical evaluation of the El Llagal valley resulted in BGC Engineering Inc. drilling 20 core holes and collecting numerous outcrop samples. Select samples identified with the most favourable mineralization were sent for gold and trace element analysis. Placer Dome completed 3,039 metres of core drilling in 18 holes during 2002 and 15,424 metres of core drilling in 111 holes during 2004 using thin-walled NQ size rods that produce 57 millimetre core. All but one of the holes was angled. Placer Dome drilled with oriented core to calculate the true orientations of bedding, veining and faulting in the deposit areas. Drill holes were logged electronically using codes, graphic logs, and geologists’ remarks. Geological information related to assay intervals was recorded on a geology log. A second log was used to record structural information and a third log used to record geotechnical information.

In February 2006, Barrick acquired Placer Dome and subsequently sold a 40% stake in the Pueblo Viejo Project to Goldcorp.

Geological Setting

Regional Geology

The Pueblo Viejo Project is hosted by the Lower Cretaceous Los Ranchos Formation, a series of volcanic and volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest. The Los Ranchos Formation consists of a lower complex of pillowed basalt, basaltic andesite flows, dacitic flows, tuffs, and intrusions, overlain by volcaniclastic sedimentary rocks, and interpreted to be a Lower Cretaceous intra-oceanic island arc, one of several bimodal volcanic piles that form the base of the Greater Antilles Caribbean islands. The unit has undergone extensive seawater metamorphism (spilitization), and lithologies have been referred to as spilite (basaltic-andesite) and keratophyre (dacite).

Local Geology

The Pueblo Viejo member of the Los Ranchos Formation is confined to a restricted, sedimentary basin measuring approximately three kilometres north to south by two kilometres east to west. The basin is filled with lacustrine deposits that range from coarse conglomerate deposited at the edge of the basin to thinly bedded carbonaceous sandstone, siltstone, and mudstone deposited further from the paleo-shoreline. In addition, there are pyroclastic rocks, dacitic domes, and diorite dykes within the basin. The Pueblo Viejo member is bounded to the east by volcaniclastic rocks, and to the north and west by Platanal Member basaltic-andesite (spilite) flows and dacitic domes. To the south, the Pueblo Viejo member is overthrust by the Hatillo Limestone Formation.

Property Geology

Pueblo Viejo is a high sulphidation, quartz-alunite epithermal gold and silver deposit. High sulphidation deposits are typically derived from fluids enriched in magmatic volatiles, which have migrated from a deep intrusive body to an epithermal crustal setting, with only limited dilution by groundwater or interaction with host rocks. Major dilatant structures or phreatomagmatic breccia pipes provide conduits for rapid fluid ascent and so facilitate evolution of the characteristic high sulphidation fluid. Mineralization is predominantly pyrite with lesser amounts of sphalerite and enargite. Pyrite mineralization occurs as disseminations, layers, replacements, and veins. Sphalerite and enargite mineralization is primarily in veins, but disseminated sphalerite has been noted in core.

The Moore deposit is located at the eastern margin of the Pueblo Viejo member sedimentary basin. Stratigraphy consists of finely bedded carbonaceous siltstone and mudstone overlying horizons of spilite, volcanic

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sandstone, and fragmental volcaniclastic rocks. The entire sequence has a shallow dip to the west. The eastern margin of the sedimentary basin hosting the Moore deposit is defined by fragmental volcaniclastic rocks and non-carbonaceous sedimentary rocks. Bedding generally dips shallowly westwards (less than 25 degrees) but locally, steep faults with northeast and northwest strikes have rotated bedding into steep orientations. The northeast faults appear to link with a northwest trending fault that controls the eastern margin of the Moore dacite porphyry and is a boundary to a gold-bearing pyrite vein zone at North Hill. The westward-dipping thrust and bedding plane faults offset pyrite veins with only minor displacement evident. The faults are associated with an intense cleavage and bedding-parallel quartz veins with gold mineralization. In the Moore deposit, silica and kaolinite are more common in the upper parts of the system. In the now depleted oxide mineralization, silicification was closely associated with gold mineralization and caused mineralized zones to form hills with relief of about 200 metres. Locally, veins and masses of pyrophyllite cut the jasperoid bodies.

The Monte Negro deposit is located at the north-western margin of the sedimentary basin. Stratigraphy consists of inter-bedded carbonaceous sediments ranging from siltstone to conglomerate, interlayered with volcaniclastic flows. These volcaniclastic flows become thicker and more abundant towards the west. In the eastern part of the Monte Negro deposit area, the bedding dip is shallow to the southwest; in the west, the dip is shallow to the northwest. The Monte Negro Sediments overlie a horizon of spilite and partly silicified, spilite-derived conglomerate. The conglomerate consists of pebble to boulder size clasts of spilite that are often silicified and a light pink colour. Silicification is likely volcanogenic, occurring prior to the sedimentation of the basin. The conglomerate horizon represents either a basal conglomerate channelled into the margin of the basin or a reworked, brecciated flow top of the spilite below. The horizon ranges in thickness from tens of metres to non-existent and is likely filling channels in the uneven spilite surface below. In Monte Negro, silica and kaolinite are more abundant in the upper portions of the deposit, and a silica cap is present. Silicification is more widespread at Monte Negro and not as closely associated to gold mineralization. Regardless, gold content is typically higher in silicified or partially silicified (quartz-pyrophyllite) rock.

Exploration

The main components of PVDC’s 2006 exploration program, were data compilation and integration, rock sampling and pit mapping, alteration studies, geophysical surveys (induced polarization pole – dipole and ground magnetic readings), geochemical surveys and diamond drilling. In 2009, PVDC undertook a major re-logging program of all historical drill core, carried out detailed geological mapping of pits and construction excavations, and reinterpreted the geological models underpinning Mineral Resource and Mineral Reserve estimates. In 2010, PVDC continued the detailed in-pit and construction excavation, and also undertook a close-spaced reverse circulation grade control drilling program for Phase 1 pit shells in the Moore and Monte Negro open pits.

Mineralization

The Pueblo Viejo deposits are classed as high sulphidation, epithermal gold and silver of the quartz-alunite style. They are characterized by veins, vuggy breccias and sulphide replacements ranging from pods to massive lenses, occurring generally in volcanic sequences and associated with high-level hydrothermal systems. Acid leaching, advanced argillic alternation, and silicification are characteristic alternation styles. Grade and tonnage varies widely. Pyrite, gold, electrum and enargite/luzonite are typical minerals and minor minerals include chalcopyrite, sphalerite, tetrahedrite/tennantite, galena, marcasite, arsenopyrite, silver sulphosalts, and tellurides.

There were three stages of advanced argillic alteration associated with precious metal mineralization. The third stage of mineralization occurred when hydro-fracturing of the silica cap produced pyrite-sphalerite-enargite veins with silicified haloes. Individual stage three veins have a mean width of four centimetres and are typically less than ten centimetres wide. Exposed at the surface, individual veins can be traced vertically over three pit benches (30 metres). Veins are typically concentrated in zones that are elongated north-north-west and can be 250 metres long, 100 metres wide and 100 metres vertical. Stage three veins contain the highest precious and base metal values and are more widely distributed in the upper portions of the deposits. The most common vein minerals are pyrite, sphalerite, and quartz with lesser amounts of enargite, barite, and pyrophyllite. Trace amounts of electrum, argentite, colusite, tetrahedrite-tennantite, geocronite, galena, siderite and tellurdes are also found in veins.

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Gold is intimately associated with pyrite veins, disseminations, replacements, and layers within the zones of advanced argillic alteration. Gold values generally are the highest in zones of silicification or strong quartz-pyrophyllite alteration. These gold-bearing alteration zones are widely distributed in the upper parts of the deposits and tend to funnel into narrow feeder zones. Gold occurs as native gold, sylvanite (AuAgTe₄), and aurostibnite (AuSb₂). The principal carrier of gold is pyrite where the sub-microscopic gold occurs in colloidal-size micro inclusions (less than 0.5 micrometres) and as a solid solution within the crystal structure of the pyrite. Silver content tends to correlate gold content and silver has a strong association with stage three veins, where it occurs in a variety of minerals. Most copper occurs as enargite hosted in stage three veins and only trace amounts of chalcocite and chalcopyrite have been recorded. The majority of zinc occurs as sphalerite, primarily in stage three veins and also as disseminations. Lead minerals include galena, geocronite, boulangerite, and bournonite, most of which are present as fine inclusions or within fractures in pyrite, sphalerite, and enargite. Elevated lead values were found in the structural feeder zone in the Moore deposit and lead may provide clues on where to search for other feeder zones.

The Moore Deposit

Pyrite-rich, gold-bearing veins at Moore have a mean width of four centimetres and are steeply-dipping with a trend commonly northwest. Secondary pyrite vein-sets trend north-south and northeast.

Thinly bedded carbonaceous siltstones and andesitic sandstones in the West Flank dip shallowly westwards. Dips increase towards the west where north-trending thrusts displace bedding. Pyrite and limonite-rich veins with gold mineralization are sub-vertical and trend commonly northwest. Quartz veins with gold trend northwest oblique to the pyrite veins have a similar strike to the interpreted contact with the overlying Hatillo limestone. They also occur as tension-gash arrays in centimetre-scale dextral shear zones that trend northwest. Two main northeast faults were mapped across the West Flank, sub-parallel with the Moore dacite porphyry contact.

Bedding to the north of the Moore dacite porphyry dips shallowly westwards. There are three steep-dipping, gold-bearing, pyrite-rich vein sets: northwest, northeast and northsouth. Northwest trending veins generally contain enargite and sphalerite, while northeast trending veins are more pyrite ± pyrophyllite rich. The average vein width is 3.5 centimetres.

The Monte Negro Deposit

Pyrite-rich veins with gold mineralization are sub-vertical and have bimodal trends, which are interpreted to form conjugate sets. The mean width is two centimetres. The northwest trending set is sub-parallel to the strike of bedding and fold axes. Enargite and sphalerite-bearing veins with gold dominantly trend northeast and have a mean width of three centimetres. The combination of vein trends forms a high-grade gold zone (Vein Zone One) which extends 500 metres northwest, and is 150 metres wide and up to 100 metres thick between the F5 Fault to the east and the Main Monte Negro Fault to the west. The fault pattern is dominated by steep north-northwest trending faults sub-parallel to the dominant pyrite vein set. The main Monte Negro Fault is a 25 metre by 500 metre zone of silicification, brecciation, mineralization, folding, and faulting.

Close to the interpreted Monte Negro Fault, bedding dips more westerly and strikes north-north-west. Mineralized veins at the Monte Negro South Zone are relatively pyrite-poor, sphalerite-rich, and wider (five centimetres to six centimetres). The veins are sub-vertical and trend north-west. The episodic vein fill demonstrates a clear paragenesis (massive pyrite-enargite-sphalerite-grey silica). Shallow-dipping bedding and sub-vertical sphalerite-silica veins on the southern margin of Monte Negro South are cut by a westerly-dipping thrust and the fault dips 35 degrees. The main zone of gold mineralization that results from this combination of structures extends for approximately 150 metres along the West Thrust Fault.

The primary controls on the geometry of the gold deposits at the Pueblo Viejo Project are strong quartz-pyrophyllite alteration and quartz-pyrite veining along sub-vertical structures and stratigraphic zones. The veins are tens of centimetres wide but are most commonly less than two centimetres wide. Narrow veinlets occur along bedding planes and along fracture surfaces. These veins are commonly highly discordant to bedding but locally branch out along shallow-dipping bedding planes, linking high angle veins in ladder-like fashion without obvious preferred orientations. These veins served as feeders to the layered and disseminated mineralization that occurs in shallower levels in the deposit. The result is composite zones of mineralization within fracture systems and

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stratigraphic horizons adjacent to major faults that served as conduits for hydrothermal fluids. The outer boundary of advanced argillic alteration, combined with lithological and veining zones were used to generate domains for resource estimation.

Drilling

Drilling campaigns have been conducted by most of the participating companies over the years, for a total of 1,814 holes representing 138,349 metres. PVDC completed 10,015 metres of core drilling in 53 holes during 2006 using thin-walled NQ rods that produce 57 millimetre core. Drill pads were located using GPS or surface plans where the GPS signal was weak, and were marked with wooden pegs. After completion, the drill hole locations were surveyed in Universal Transverse Mercator coordinates by a professional surveyor, translated into the mine coordinate system, and entered into the drill hole database. Two or three down-hole surveys were completed in all drill holes using a Sperry-Sun single-shot survey camera. Surveys were spaced every 60 metres to 75 metres, and deviation of the drill holes was minimal. Azimuth readings were corrected to true north by subtracting 10 degrees.

A total of 67,127 metres were drilled in 2007, resulting in the discovery of new deeper mineralization on the east side of Monte Negro and additional mineralization in the west part of the Moore pit. During 2008, PVDC completed 121 diamond drill holes for 28,067 metres. The programs targeted definition drilling on open mineralization at Monte Negro North, definition drilling between the Moore and Monte Negro pits and geotechnical drilling to define pit slope parameters. In addition 19 diamond drill holes for 3,366 metres were drilled into the limestone areas to assist in the definition of limestone quality for construction and processing purposes. In 2010, PVDC undertook a close-spaced, reverse circulation, grade control drilling program for phase one pit shells in the Moore and Monte Negro open pits. This drilling comprised 1,120 holes for 38,485 metres in Monte Negro and 593 holes for 22,026 metres in Moore. In-fill reverse circulation drilling of 33 holes for 5,306 metres was also carried out within the limestone resource areas. PVDC continued close-spaced reverse circulation grade control drilling program for Phase 1 pit shells in the Moore and Monte Negro pits. A total of 22,876 metres were completed in 2011.

Sampling and Analysis

Sample intervals were normally two metres, but were shortened at lithological, structural, or major alteration contacts. Three metre samples are used in non-mineralized zones. Prior to marking the sample intervals, geotechnicians photographed and geotechnically logged the core, then a geologist quick-logged the core, marking all the geological contacts. Geotechnicians then marked the sample intervals and assigned sample numbers. After the sample intervals were marked, the geologist logged the core in detail and the core was sent for sampling where it was cut into halves using a core saw. Drill core is cut in half with a diamond blade saw at site. The entire second half of core is kept for records and future metallurgical test work, and the other half is placed in sample bags and numbered. Since mid-2010, sub-samples are prepared on-site and the pulverized samples are sent to Acme Analytical Laboratories Ltd. in Santiago and ALS Chemx Labs Ltd. in Peru. PVDC currently requests gold assays by fire assay with atomic absorption on 30 gram aliquots and gravimetric finishes for all assays exceeding ten grams per tonne of gold. Silver and zinc values are analyzed using aqua regia digestion method and atomic absorption finish. A 35-element inductively coupled plasma atomic emission spectroscopy analysis is done on all samples. Sulphur and carbon are assayed by LECO furnace.

The QA/QC procedures in place since 2007 consist of the introduction of blanks, commercial standard reference materials for gold, and core duplicates into the sampling process. Each batch is submitted with 76 samples, of which two are blanks, two to three are standards, two are core duplicates, two are coarse duplicates, and seven are cleaning blanks. Since August 1, 2007, PVDC began sending five percent of the pulps to a secondary laboratory. The ACME on-site preparation facility carried out regular granulometric control tests on approximately three percent of the crushed and pulverized material. The results were monitored by ACME and PVDC personnel. Monitoring is undertaken batch by batch basis. Any check results that fell outside the established control limited, PVDC examined the cause and, if found not to be the result of a sample number switch, the relevant batch was re-assayed.

Barrick reviewed assays for MIM, GENEL JV, Rosario and Placer Dome drilling in both the Moore and Monte Negro deposits. In general, it found reasonable agreement of the orientation, tenor, and thickness of mineralization between drilling campaigns in both deposits where MIM, GENEL JV, Rosario, and Placer Dome drill

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holes cross. Histograms of the historical drilling campaigns show that the diamond core drilling from all campaigns except PVDC compare well with the global distribution. The PVDC drilling was targeted at the periphery of the existing mineralization so that overall lower grades would be expected. Information from these holes should have been removed from the data base but this does not constitute a material issue. Approximately 2.5% of the Rosario data have been verified against original documents. The Rosario core, reverse circulation and some rotary data are generally reliable and those that are considered to be of questionable validity have not been used in resource estimates. As noted earlier, most of the shallow Rosario drill holes were drilled in oxide areas now mined out and have virtually no influence on sulphide Mineral Resource estimates. GENEL JV and Placer Dome data have been verified and are considered reliable. MIM data has not been verified against original documents and there is some risk involved with using that data. On the basis of comparisons between mineralized intersections in MIM holes and those in nearby Placer Dome holes, the risk of using the MIM data is considered to be acceptable. Placer Dome data has been verified against original documents and is considered to be reliable. The authors of the Pueblo Viejo Report also undertook some verification checks of data against original documents.

The authors of the Pueblo Viejo Report concluded that the drilling data are acceptable for the purposes of overall Mineral Resource and Mineral Reserve estimation and economic assessments. Some of the data may result in minor inaccuracies in local estimates.

Security of Samples

Prior to making geotechnical measurements, the entire core interval is removed from the core box and placed in a long trough made of angle-iron. The fractures in the core are lined up, and artificial fractures are identified. This process allows the technician to mark the orienting line on the core for a better estimate of core recovery. The core is cut in half and the entire second half of core is kept for records and future metallurgical testwork. The archived half of the core is stored on site for future reference in suitable storage conditions. The sampled half is placed in plastic sample bags marked with the appropriate sample number and sealed with a numbered security tag. Since mid-2010, PVDC has been preparing the sub-samples on-site and sending the pulverized samples to commercial laboratories.

The authors of the Pueblo Viejo Report reviewed the descriptions of drilling and related practices and, in 2011, visited the site and held discussions with site geologists. The quality of drilling and related practices has varied over history. The authors of the Pueblo Viejo Report consider results from PVDC to be acceptable and to have shown that sample preparation carried out by PVDC and assaying completed by the commercial laboratories are suitable for resource estimate purposes. The authors of the Pueblo Viejo Report further consider sample security to be adequate and to meet industry standards.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for Goldcorp’s 40% interest in the Pueblo Viejo Project as of December 31, 2011:

Proven and Probable Mineral Reserves ^(1)(2)(3)(4)

		$000,00		$000,00		$000,00		$000,00		$000,00		$000,00		$000,00
			Grade						Contained Metal
Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
	(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
Proven		14.47		3.36		26.00		0.08		1.56		12.10		26
Probable		99.67		2.67		16.22		0.10		8.55		51.97		211
Proven + Probable		114.14		2.76		17.46		0.09		10.12		64.07		236

(1) The Mineral Reserves for Pueblo Viejo Project set out in the table above have been reviewed and approved by Robbert Borst, C.Eng., Associate Principal Mining Engineer, RPA, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.

(2) No cut-off grade is applied. Instead the profit of each block in the Mineral Resource is calculated and included in the Mineral Reserve if the value is positive.

(3) Mineral Reserves are estimated using an average long-term gold price of US$1,200 per ounce.

(4) Numbers may not add up due to rounding.

The following table sets forth the estimated gold, silver and copper Mineral Resources for Goldcorp’s 40% interest in the Pueblo Viejo Project as of December 31, 2011:

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Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources ^{(1)(2)(3)(4)(5)(6)(7)}

(excluding Proven and Probable Mineral Reserves)

		$000,00		$000,00		$000,00		$000,00		$000,00		$000,00		$000,00
			Grade						Contained Metal
Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Copper
	(millions)		(grams per tonne)		(grams per tonne)		(%)		(millions of ounces)		(millions of ounces)		(millions of pounds)
Measured		1.39		2.14		12.53		0.12		0.10		0.56		4
Indicated		71.30		1.88		10.39		0.08		4.30		23.82		132
Measured + Indicated		72.69		1.88		10.43		0.08		4.40		24.37		136
Inferred		9.05		1.61		12.76		0.08		0.47		3.71		15

(1) The Mineral Resources for Pueblo Viejo Project set out in the table above have been reviewed and approved by Chester Moore, P.Eng., Principal Geologist, RPA who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.

(2) Mineral Resources are estimated at a break-even cut-off grade that equates to between 1.3 grams per tonne gold and 1.4 grams per tonne silver.

(3) There are also zinc resources that have not been converted to Mineral Reserves.

(4) A minimum mining width (block size) of 10 m was used.

(5) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources do not have demonstrated economic viability.

(6) Based on a gold price of US$1,400 per ounce, a silver price of US$28 per ounce and a copper price of $3.25 per pound.

(7) Numbers may not add due to rounding.

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Mining and Processing Operations

The Pueblo Viejo Project consists of two open pits: Moore and Monte Negro. Mining operations will be undertaken by a conventional truck and shovel method. Mine development began in August 2010 and current mine activity is in the Monte Negro 1 and Moore 1 phases, and initial production is anticipated to be in mid-2012. Processing higher grade ore in the early years, while stockpiling lower grade ore for later processing, results in a mine life of 18 years and a processing life of 36 years. Only Measured and Indicated Resources have been used for revenue estimation in the pit optimization and mine design work. Inferred Resources within the mine design have been considered as waste and have only been reported to indicate possible opportunities for additional mining inventories. Maximum gold and silver production are achieved in years 2012 to 2017 when the gold grade delivered to the plant is over four grams per tonne and a total of six million ounces of gold and 30 million ounces of silver are recovered. The maximum ore stockpile capacity requirement is approximately 150 million tonnes reached in 2029.

The pit stages have been chosen to facilitate the early extraction of the higher grade ore. Elevated initial cut-off grades have been used for this purpose. Notwithstanding, the driver of the mine schedule will be the sulphur blending requirement. This variable is as important as the gold grade, because the metallurgical aspects of the processing operation, the recoveries achieved, and the processing costs, all strongly depend on a very stable, low-variability sulphur content in the plant feed. A sophisticated stockpiling and blending system is being implemented to ensure a stable sulphur feed to the mill, while at the same time, maximizing gold grades in the early years. Total ore on stockpiles will reach a maximum of approximately 150 million tonnes.

All waste rock from the Moore and Monte Negro pits will be hauled to the El Llagal tailings area, with potential acid generating waste being submerged in the tailings facility The total storage capacity of the tailings storage facility will be for 450 million cubic metres of waste material (waste volume) resulting from storing 262 million tonnes of waste from the processing plant as well as 268 million tonnes of waste rock. The methodology used by PVDC for pit limit determination, cut-off grade optimization, production sequence and scheduling, and estimation of equipment/manpower requirements is in line with good industry practice. However, the capacity of the tailings storage facility could present an operational risk. All tailings and potential acid draining waste rock is stored in the Lower and Upper El Llagal tailings dams and the plant throughput is limited by the storage capacity of the tailings storage facility. Any additional waste rock, tailings or unexpected water flowing in the tailings storage could compromise production rates, if only for a limited period of time.

The processing method requires a significant amount of slurry and lime derived from high quality limestone. The limestone tonnage required, with acceptable quality, has been located in the vicinity of the Pueblo Viejo Project. Ground limestone and lime are required to neutralize acidic liquors and to control the pH in the carbon in leach circuit. The proposed limestone plant will include primary crushing and screening, grinding, calcining, and lime slaking.

The processing rate and the nominal plant capacity is set at 24,000 tonnes per day. Commissioning of the four autoclaves is scheduled to start in February 2012. There is a risk of not achieving the planned throughput of 24,000 tonnes per day in some years during the life of the mine, considering that the average sulphur grade of the reserves in the final pit design exceeds 6.8% and the expected sulphur content decay could be slower than calculated. In the worst case scenario, the processing rate could drop to 22,000 tonnes per day. Pressure oxidation (autoclave) of the whole ore followed by cyanidation of gold and silver in a carbon in leach circuit produced satisfactory results in test work and is the adopted processing methodology. The higher gold recovery and associated cash flow mitigate the high energy operating cost and the high capital cost of the oxidation circuit.

Power requirements will be approximately 175 megawatts per day for the full production rate. PVDC will supply power for permanent operations from a new power plant that it is building near San Pedro de Macoris on the south shore of the Dominican Republic. The output will be 215 megawatts. The plant will operate on heavy fuel oil and will be connected to the mine by 110 kilometres of private transmission line that is being constructed by PVDC. The Hatillo and Hondo Reservoirs will supply fresh water to the site. Reclaimed water from tailing storage facilities will only be used as a supplementary water supply under drought and flood situations. The potable water will be a treated system.

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Current forecast to completion capital costs are estimated to be $3.63 billion and first production is expected to occur in mid-2012. The total operating cost is estimated to be approximately $14.0 billion over the mine life.

The economic criteria for the Pueblo Viejo Project are as follows:

Revenue:

• Average 15.4 million tonnes per year mined from 2012 to 2029 in Monte Negro and Moore pits sent to process plant and stockpiles.

• 8.8 million tonnes per year process plant feed from 2012 to 2047.

• All ore to plant supplied from stockpiles after 2029.

• Average gold head grade of 2.64 grams per tonne and recovery of 92.1% for life of mine.

• Average gold head grade of 4.30 grams per tonne between 2012 and 2019.

• Average silver head grade of 16.6 grams per tonne and recovery of 87.6%.

• Average head grade of 0.10% of copper and recovery of 79.4%.

• For the life of mine, the gold price is $1,200 per ounce, silver is $20 per ounce, and copper is $2.75 per pound.

• Revenue is recognized at the time of production.

Costs:

• Mine life from 2012 through to 2047, including closure.

• Capital cost totals $5,730 million for the period 2012 to 2047, including $457 million to be committed before completion of construction and $1,367 million for sustaining capital.

• Average operating cost over the mine life of $50.18 per tonne milled.

• Royalty of 3.2% is payable to the Government of the Dominican Republic over revenues minus freight and refining charges.

• Net profit interest is 28.75% of net profits, payable to the Government of the Dominican Republic, which is charged after the Pueblo Viejo Project, including the full cost of construction capital, has achieved a ten percent internal rate of return and the net profit interest is discounted to 2008 dollars at a ten percent discount rate.

• Average cash cost (minus silver and copper revenue) of $467 per ounce gold.

• Average capital cost of $246 per ounce.

• Total production cost of $713 per ounce gold sold.

Considering the Pueblo Viejo Project on a stand-alone basis, excluding sunk cost of $3.17 billion, the undiscounted pre-tax cash flow totals $11.1 billion over the mine life. The annual cash flow is positive in all years through the end of the mine production in 2041. The pre-tax net present value at a five percent discount rate starting in 2012 and excluding sunk cost is $4.1 billion and internal rate of return is 39%. Simple payback occurs in the second quarter of 2015, or 34 months from the start of production.

If full capital expenditure of $3.63 billion for construction is included, the cash flow drops to $7.3 billion, the pre-tax net present value at a five percent discount rate to $1.7 billion, the internal rate of return to 9.1% and payback occurs near the midpoint of 2022.

The net present value is most sensitive to changes in gold, silver and copper price/recovery followed by the operating and capital costs.

PVDC intends to meet compliance standards for water release from new mine development upon commencement of operations and within five years of start of construction for previously disturbed areas. Monitoring will be undertaken at the site and the regional receiving environment during mine operations and into the post closure period. Water levels behind El Llegal Dam 1 and Dam 3 will be maintained at the lowest possible level at all times to provide sufficient storage for the calculated 200 year return period storm event. At El Llegal Dam 1 storage capacity will not be sufficient for the 200 year design storm event until the seventh year.

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Acid rock drainage studies confirmed that historic mining and current acid rock drainage generation within the mine site had severely impacted the surrounding area. The Mejita and Las Lagunas tailing storage facilities were constructed during previous mine operation and it is reported that uncontrolled seepage has occurred from these impoundments since they were commissioned and that the geotechnical stability of the earth embankment dams and foundation suitability is questionable. Acting as agents for the government, PVDC is implementing an action plan to install infrastructure for capturing acid rock drainage water and to reinforce the Mejita dam, and EnviroGold Limited is developing an operation for re-treating Las Lagunas tailings. PVDC will also build a water treatment plant larger than would otherwise be required for mining operations. It is understood that the Las Lagunas project area would become the responsibility of the Dominican government on completion of the Pueblo Viejo Project and that no liability should fall to PVDC. However, because of the proximity of the area to PVDC’s operations and the uncertainty of the political and environmental environment in seven or more years time, there is some risk that PVDC may become involved. Any involvement should not represent a material risk to the Pueblo Viejo Project.

PVDC plans to progressively reclaim the mine site as sections of the site become available.

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CERRO NEGRO PROJECT, ARGENTINA

The Cerro Negro Project is indirectly wholly-owned by Goldcorp. The Cerro Negro Project, located in southern Argentina, is an advanced-stage development project containing several high-grade vein structures, including the Bajo Negro, the Eureka Vein, Mariana Central and Mariana Norte, San Marcos and the Vein Zone.

Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp and Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled “Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report on Updated Feasibility Study” dated April 5, 2011 (the “Cerro Negro Report”). Maryse Belanger and Sophie Bergeron are each qualified persons under NI 43-101. The following description of the Cerro Negro Project has been summarized, in part, from the Cerro Negro Report and readers should consult the Cerro Negro Report to obtain further particulars regarding the Cerro Negro Project. The Cerro Negro Report is available for review under Goldcorp’s profile on SEDAR at www.sedar.com.

All scientific and technical information in this summary relating to any updates to the Cerro Negro Project since the date of the Cerro Negro Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Cerro Negro Report.

Project Description and Location

The Cerro Negro Project contains six known major mineralized zones, including Bajo Negro, the Eureka Vein, Mariana Central and Mariana Norte, San Marcos and the Vein Zone and is located about 345 kilometres by road southwest of Comodoro Rivadavia. The Cerro Negro Project is held in the name of Oroplata S.A. (“Oroplata”), an indirectly wholly-owned subsidiary of Goldcorp, and consists of 10 mining leases (“minas”) totalling 21,548 hectares, and three exploration licence applications (“cateos”), covering 5,338.8 hectares. A thin gap 20 metres wide by 3,000 metres long currently exists internal to the tenements and Goldcorp has initiated the process required to eliminate the gap. Tenure for minas is indefinite, providing that annual payments are made in February and July each year. Until granted, there are no expiry dates for cateos.

The tenements lie on parts of five estancias (farms), respectively Cerro Negro, El Retiro, La Unión, Mariana and Los Tordos. Goldcorp has access and occupation agreements with the owners of the Cerro Negro, El Retiro, La Unión and Los Tordos estancias in force allowing access to ground that is not controlled and allowing exploration activities to be conducted. From 2006 to 2010, Andean purchased the surface title to about 11,100 hectares of the Cerro Negro, Mariana and Los Tordos estancias that overlay deposits and adjacent prospects. Goldcorp is negotiating purchase of surface title of the La Unión and El Retiro estancias.

Newcrest Mining Ltd. has a royalty of $1 million in the event that a proven ore reserve (as defined by the Australasian Joint Ore Reserves Committee Code) of greater than one mega-ounce of gold is delineated and that the constructed plant has achieved 80% of its designed operating capacity for 10 consecutive days. A royalty of 3% will be payable to the Province of Santa Cruz. In addition, there is a Provincial Sustainability Fund royalty of up to 1% net smelter return and a Municipality Fund royalty of 1% of net earnings.

Environmental liabilities are limited to those that would be expected to be associated with a project that is in the pre-development phases, and includes an exploration decline and associated infrastructure, roads, and exploration drill pads. An environmental impact report has been lodged for the Cerro Negro Project and is updated annually. On December 13, 2010, the Santa Cruz Province approved the environmental impact assessment for development and production, based on the 2010 feasibility study completed by Andean. In December 2011, the Cerro Negro Project received approval of an amended Environmental Impact Assessment (“EIA”) by the Provincial authorities in Santa Cruz province. The approval of the amended EIA permits construction of the plant with throughput increased from 1,850 tonnes per day to 4,000 tonnes per day and the concurrent mining of three veins: Eureka, Mariana Central and Mariana Norte. Goldcorp will need to obtain and maintain the appropriate permits under local, state and federal laws to allow mining operations. Goldcorp has ensured that the current exploration activities are also appropriately permitted.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

Vehicle access to the Cerro Negro Project takes approximately 1.5 hours from Perito Moreno. Within the Cerro Negro Project, a network of internal gravel roads services the various prospecting and exploration sites. Principal access to the Cerro Negro Project will be via the construction of a new road, approximately 45 kilometres in length from El Retiro to Highway 39, on land owned by Goldcorp.

The Cerro Negro Project is located in the arid to semi-arid Patagonian Region of Argentina. The site is affected by strong, persistent westerly winds, particularly in the warmer months and average annual temperature is 7.7 degrees Celsius. The average annual rainfall is 172 millimetres. It is expected that any planned mining activity will be able to be conducted year-round. Exploration activities can occasionally be curtailed for short periods if exceptionally heavy snowfall occurs.

Power to all facilities is currently generated by three diesel generators. Two additional generators are currently being installed at the new Eureka substation which will provide all of Eureka’s surface and underground electricity requirements until connection to the grid is completed. Water for potable and industrial use at Eureka is supplied from a bore, located close to the Eureka portal. The water quality from the bore is to potable standard and does not require any treatment other than filtration. The Cerro Negro Project has no formal settlements within its boundaries and the closest towns are Perito Moreno (population 4,200), located approximately 75 kilometres by road, and Las Heras (population 12,206), located 215 kilometres by road, which can provide basic services. Most supplies and services are sourced from Caleta Olivia, Comodoro Rivadavia or Buenos Aires. There is an available workforce that requires training. The updated feasibility study envisages a tailings storage facility, a sewage treatment works, heap leach pad areas and potential processing site plans. Power will be supplied from a grid connection and the Cerro Negro Project would have an installed maximum power demand of 16 megawatts. Water supply to the process plant and infrastructure will be provided from six water bores located in the valley adjoining the plant site. Transport of doré will be through Comodoro Rivadavia and Buenos Aires to the final refinery destination.

The Cerro Negro Project lies on the Deseado Massif. Topography is generally gently rolling with a few deeply incised valleys. Elevations range between 300 metres above sea level and 600 metres above sea level. Low scrub bushes and grass that are typical of areas with a harsh climate and poor soils constitute the vegetation in the area.

History

Gold mineralization was first recognized in the Cerro Negro Project area in 1992. Minera Newcrest Argentina S.A. (“Newcrest”) undertook a reconnaissance exploration program over the Deseado Massif region in 1993, which identified mineralization at the Eureka, Mariana, El Retiro, and Las Margaritas and Vein Zone areas. Newcrest picked up an option over the Silica Cap prospect tenement and applied for additional ground to cover the identified gold anomalous areas. Preliminary mapping and sampling of Vein Zone and Silica Cap were completed in 1994.

Newcrest completed geological mapping and sampling in 1995, which identified significant mineralization and identified several anomalous zones. Pegasus Gold International Inc. (“Pegasus”) joint-ventured the Eureka-Mariana portion of the Newcrest tenure in 1996, and undertook 13 reverse circulation drill holes and conducting trenching at the San Marcos prospect. Due to non-maintenance and Newcrest dropping its option on the Silica Cap claim, the resulting open ground was staked by MIM Argentina Exploraciones (“MIM”) in June 1995. Between 1995 and 1996, MIM completed rock-chip sampling of the Vein Zone and Silica Cap prospects; dipole-dipole induced polarization and ground magnetic geophysical surveys; and property-wide geological mapping, rock and soil sampling, and trenching. A total of 17 reverse circulation drill holes were completed in the areas.

In 1997, Newcrest and MIM entered a joint venture and completed geological mapping at the Eureka, Las Margaritas, and Mariana Sur prospects; a soil geochemistry orientation study and mobile metal ion soil geochemistry survey; portable infrared mineral analyzer analysis of clay alteration minerals in samples from 11 reverse circulation holese; preliminary metallurgical studies; trenching; ground magnetics and dipole-dipole induced polarization geophysical surveys; an airborne radiometric and aeromagnetic geophysical survey; and 13 core and 47

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reverse circulation holes. Newcrest withdrew from the joint venture in early 1999, and MIM gained 100% control of the Cerro Negro Project.

Oroplata optioned the Cerro Negro Project from MIM in 2000. Work completed from 2000 to 2003 comprised evaluation and ground checking of Landsat and ASTER spectral anomalies; reconnaissance mapping and sampling; and 22 reverse circulation drill holes.

In December 2003, Andean entered into an agreement with MIM to acquire a 51% interest in the Cerro Negro Project, and subsequently acquired a 100% interest through the acquisition of Oroplata Pty Ltd., the parent entity of Oroplata. Andean undertook data validation, geological mapping, reconnaissance rock chip sampling, backhoe trenching, gradient-array resistivity, dipole-dipole resistivity, gradient-array chargeability, and ground magnetic surveys, petrographic and mineralogical descriptions, and 591 reverse circulation and core drill holes, totalling 140,599 metres. Mineral Resource estimates were undertaken in each year from 2005 to 2010. A pre-feasibility study was completed in 2008, and a feasibility study was completed in 2010.

Since the acquisition of the Cerro Negro Project in 2010, Goldcorp has completed further drilling, which identified significant additional mineralization at the San Marco and Marianas deposits. As a result, in April 2011 Goldcorp completed the Cerro Negro Report, an updated feasibility study, to incorporate this additional mineralization.

Geological Setting

Regional Geology

The Cerro Negro Project’s gold-silver veins are situated near the western margin of the Deseado Massif, a 60,000 square kilometre rigid crustal block in southern Argentina bounded to the north by the Río Deseado, to the south by the Río Chico, to the east by the Atlantic coast, and to the west by the Andean Cordillera.

Local Geology

The known deposits and prospects at the Cerro Negro Project are distributed within and east of a volcanic-subvolcanic complex which is flanked and overlain by a series of rhyolite domes. The eruptive products of the rhyolite domes form an ignimbrite apron, which post-mineral ignimbrites have preserved the epithermal systems, as well as lacustrine sediments, travertine, and sinter deposited at the Late Jurassic paleo-surface. Older ignimbrites that lie east of the volcanic-subvolcanic complex host mineralization at Bajo Negro and Vein Zone. Structurally, the area shows a pattern of dominant northwest and subordinate east-west faults considered to form the margins of a series of pull-apart basins. Gold-silver veins are emplaced in both east-west- and northwest-trending faults.

Property Geology

The deposits within the Cerro Negro Project are considered to be examples of low-sulfidation, epithermal gold-silver deposits. Low-sulphidation epithermal deposits are high-level hydrothermal systems, which vary in crustal depths from depths of about one kilometre to surficial hot spring settings. Host rocks are extremely variable, ranging from volcanic rocks to sediments. Calc-alkaline andesitic compositions predominate as volcanic rock hosts, but deposits can also occur in areas with bimodal volcanism and extensive subaerial ashflow deposits. A third, less common association is with alkalic intrusive rocks and shoshonitic volcanics. Clastic and epiclastic sediments in intra-volcanic basins and structural depressions are the primary non-volcanic host rocks.

Mineralization in the near surface environment takes place in hot spring systems, or the slightly deeper underlying hydrothermal conduits. At greater crustal depth, mineralization can occur above, or peripheral to, porphyry (and possibly skarn) mineralization. Hanging wall fractures in mineralized structures are particularly favourable for high-grade mineralization. Deposits are typically zoned vertically over about a 250 metre to 350 metre interval, from a base metal-poor, gold and silver-rich top to a relatively silver-rich base metal zone and an underlying base metal-rich zone grading at depth into a sparse base metal, pyritic zone. Silicification is the most

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common alteration type with multiple generations of quartz and chalcedony, which are typically accompanied by adularia and calcite.

Mineralization characteristically comprises pyrite, electrum, gold, silver, and argentite. Other minerals can include chalcopyrite, sphalerite, galena, tetrahedrite, and silver sulphosalt and/or selenide minerals. In alkalic host rocks, tellurides, roscoelite and fluorite may be abundant, with lesser molybdenite as an accessory mineral.

Exploration

Exploration has been undertaken by Goldcorp, its precursor companies (gold exploration by Andean), or by contractors (geophysical surveys). Exploration activities at the Cerro Negro Project have included geological mapping, core drilling, reverse circulation drilling, trenching, soil and sediment sampling, ground geophysical surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been conducted.

Andean performed surface geological mapping from 2005 to 2008 over areas of veining to identify lithologies, areas of quartz veining, and visible sulphide mineralization. Mapping of the San Marcos area in 2009 used Quickbird imagery and hand-held GPS device. Mapping noted the distribution of mineralized quartz float and barren silicified boulders and attention was paid to the distribution of potential vein host rocks versus post-mineral cover. Silicification and breccias were also noted and mapped.

During reconnaissance exploration from 2007 to 2010, a total of 289 rock chip samples were taken from areas of quartz outcrop resulting in the discovery of the Eureka West mineralization. In 2011, exploration activities focused on drilling the known mineralized areas.

Initial gradient-array resistivity, dipole-dipole resistivity, gradient-array chargeability, and ground magnetics surveys were performed from 2005 to 2008 by Akubra Exploraciones and Argali Geofísica (“Argali”).

Geophysical surveys were carried out by Argali from September to December 2009 covering the San Marcos prospect comprise ground magnetics, chargeability and gradient-array resistivity as part of a larger project that extended a previous magnetic survey and gradient array resistivity surveys. The entire Argali survey comprised 1,419.3 line-kilometres of ground magnetics and 788 line-kilometres of gradient array. Both surveys were run on north-south grid lines, pegged by the geophysical contractor, spaced 50 metres apart. Ground-magnetic measurements extended the previous coverage of the Eureka area to the north and west. The most conspicuous feature is a west-northwest-trending lineament which coincides with the southern breccia vein at San Marcos. The lineament can be traced for at least 3 kilometres west-northwest and eight kilometres east-southeast of San Marcos and is clearly a major fault. There are a number of west- to west-northwest-trending resistivity anomalies in a west-northwest-trending zone of generally low resistivity whose southern limit is the magnetic lineament. There is abundant unoxidized pyrite associated with the Mariana Norte and Mariana Central veins, and perhaps for this reason, there are strong gradient-array chargeability anomalies associated with the deposits.

During 2005, 10 north-trending trenches totalling 745 metres were excavated at Vein Zone, and one trench totalling 212 metres was excavated at Bajo Negro. Additional trenching was undertaken in 2006 and 2007, including excavation and sampling of five backhoe trenches at the western end of the Eureka vein system to expose the Eureka West vein. Andean excavated six backhoe trenches at Bajo Negro in 2008. Two trenches were designed to investigate a resistivity feature east of the known vein, and the other four were used to explore the area to the northwest and southeast of the outcrops.

In 2009, Andean excavated three backhoe trenches south of the silicified ridge at Mariana that contains most of the anomalous vein quartz float. The trenches exposed highly brecciated andesite and some quartz fragments but no in situ veins.

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Mineralization

Vein systems at Vein Zone, Eureka, Bajo Negro, San Marcos, Mariana Sur, and Mariana Central strike northwest to west-northwest, but Vein Zone and Eureka also have some east-trending segments. Vein mineralogy is dependent on the location of veins relative to the Eureka Volcanic-Subvolcanic Complex. Veins in the complex contain significant silver as well as gold, and the Eureka veins also contain abundant adularia and ginguro-style sulphides. Veins outside the dome and hosted by the ignimbrite contain low silver grades, coarse pyrite rather than ginguro sulphides, and lack macroscopic adularia or carbonate in the gangue.

The Bajo Negro vein is a single structure consisting of chalcedonic to crystalline quartz plus well-crystallized pyrite or (more commonly) iron oxide after pyrite. Free gold, some of it probably supergene, is commonly visible. Bladed quartz replacing carbonate is present in most drill intersections of the vein. The vein is deeply weathered and contains supergene (and probably hypogene) kaolinite and hematite throughout. Much of the vein is brecciated and cemented with jasperoid (silica plus iron oxide). To date, the Bajo Negro vein has been defined by drilling over a strike length of almost 1,200 metres, with an average true width of 3.9 metres and a known vertical extent of up to 300 metres.

In the Vein Zone, gold is associated with oxidized pyrite and manganese oxide along with hematite-goethite, minor sphalerite, kaolinite, illite, and adularia. Arsenic, manganese, and barium are locally anomalous. Platy quartz that is a pseudomorph of carbonate, colloform banding, and open or clay-filled vugs accompanies the gold. The mineralization occurs within an extensive envelope of kaolinitic alteration that changes sharply to sericitic alteration in the footwall. The Vein Zone as presently defined is almost 500 metres long, occurs over a vertical extent close to 400 metres and, excluding the footwall vein, is up to 80 metres thick.

Eureka vein textures are typical of low-sulphidation epithermal systems and include colloform and crustiform banding, cockade, and manganese/iron-oxide matrix breccias. At deeper levels, especially in the principal vein, delicate alternating colloform bands of quartz and adularia are developed, and bonanza gold-silver grades are associated with dark, fine-grained ginguro sulphide bands. Both native gold and native silver appear especially abundant in dark quartz veinlets or on their margins. Oxidation and a possible post-mineralization phase of hypogene oxidation or deep surficial oxidation have remobilized the silver. Better grade mineralization has a strike extent of about 1,500 metres and the entire mineralized zone, including stockwork and vein material, can reach 100 metres in width. However, the economic widths are much less, ranging up to 20 metres and averaging five metres.

The mineralized east-trending vein at San Marcos is a braided system dominated by two primary veins, along with two separate sub-parallel veins and a hanging wall split. The two primary veins are more persistent and predictable than the subsidiary veins. A hanging wall vein split intersects the primary vein at an angle of about 40 degrees dipping near vertically and then rolling over and dipping south-southwest, opposite of the main vein. While this hanging wall split forms a relatively well-defined structure, it carries very little gold. There is quartz-veined stockwork silicified wall rock material, but it is only weakly mineralized. The main hanging wall and footwall veins strike east-west and are defined over a strike length of 750 metres. These veins, and the subsidiary hanging wall and footwall veins, dip vertically and occasionally as shallow as 80 degrees. The main hanging wall vein, which is on the north side, averages 1.8 metres thick and has a maximum thickness of ten metres; the main footwall vein, which is on the south side, averages 2.3 metres thick and has a maximum thickness of 11 metres. Holes drilled by Andean have intersected clean white quartz veins with abundant coarsely crystalline pyrite, vein breccias, and some black banding. No detailed studies of the San Marcos mineralization have been made to date.

Mariana Central is made up of a main vein, a hanging wall split that separates from the main vein near the east end of the deposit and then rejoins the main vein 300 metres farther to the west-northwest, and a separate, roughly parallel, secondary hanging wall vein that occurs about 100 metres into the hanging wall of the main and hanging wall split veins. All of the defined veins have small, discontinuous sub-parallel veins. The main vein strikes west-northwest at about 305 degrees and dips rather consistently at about 65 degrees to the north. Overall dimensions of the main vein are 800 metres long by 300 metres high by an average of over five metres thick, reaching a maximum modeled thickness of 19 metres. The Mariana Central vein system has undergone a series of mineralizing events commencing with barren carbonate and culminating in major Gold-Silver deposition.

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Mariana Norte is made up of a main vein, often with an adjacent sub-parallel footwall vein. A hanging wall split separates from the main vein near the east end of the deposit at an angle of about 20 degrees. This hanging wall split dips very steeply northeast at over 80 degrees. The main vein strikes west-northwest at about 280 degrees and dips rather consistently at about 60 degrees to the north. Overall dimensions of the main vein are 700 metres long by 400 metres high averaging 3.5 metres wide; the widest part of the vein is approximately 10.2 metres.

The Mariana mineralization is unoxidized and contains abundant pyrite, some of which is well crystallized, and other sulphides. Fine-grained black sulphides and sulphosalts are present especially at Mariana Central. Ginguro banding is also present but is not as abundant as at Eureka, and colloform-banded and apparent ginguro-textured quartz float is abundant on the surface.

Drilling

Drilling completed between 1996 and 2010 comprises 307 reverse circulation drill holes totalling 87,959 metres and 569 core drill holes totalling 132,449.6 metres for a total of 876 drill holes and 220,409.45 metres. In 2011, Goldcorp completed an aggressive exploration program at the Cerro Negro Project with total core drilling of 140,202 metres. The primary focus of the exploration activity was the infill drilling and expansion of the Mariana Central, Mariana Norte and San Marcos veins. These efforts resulted in significant extensions in the strike length of all three veins and demonstrated the continued emergence of the adjacent San Marcos Sur deposit. At Eureka, the first vein to reach production, preliminary definition drilling is successfully confirming the current reserve and resource model. In addition, two new veins have been discovered south and east of the Mariana Central vein, highlighting the strong regional potential of the overall Cerro Negro land package.

From 2009, the surveyor has been an employee of Andean. Andean’s surveyor reports collar locations to the nearest millimetre using a differential GPS unit. Andean completed down-hole surveys using a gyroscopic system for holes drilled since September 2008. The drill hole deviation is determined after completion of the hole as the drill string is removed. Down-hole surveys were taken, as of 2008, on increments of 10 metres and 30 metres. Recoveries were estimated by comparing the weight of sample with the theoretical sample weight for the hole-size assuming a specific gravity of 2.35 grams per cubic centimetre.

Drilling on Vein Zone encountered difficulties with recoveries in the mineralized intervals with both the reverse circulation and core methods, but core drilling on balance provided better recoveries. Difficult drilling conditions resulted in poor diamond core recoveries in early stages of Andean’s core drilling. Densely veined intervals appeared to have particularly poor recoveries; however, there was no clear correlation of poor recovery with either increased or decreased grade.

Sampling and Analysis

All reverse circulation holes drilled by Andean have been sampled every metre, with the exception of the first hole drilled at Vein Zone which was sampled every two metres. The primary samples are organized, and drill-rig duplicates and blanks are inserted into the sample stream in consecutive numbers so that the analytical laboratory is unaware of these samples. Andean also places a “dummy” sample in the sample stream as a placeholder for the to-be-inserted pulp standards after sample preparation, including pulverizing, is completed. One of each blank, standard, and duplicate sample is inserted per approximately 71 samples. Goldcorp uses similar procedures to Andean.

Specific impact of core drilling versus reverse circulation drilling for the Vein Zone and Eureka deposits indicated that the reverse circulation drilling samples are, on average, lower than the core drilling samples. Mine Development Associates (“MDA”) note that there is a relationship between core recovery and grade at Vein Zone which imparts some uncertainty for those samples, but does not necessarily mean there is a bias put into the samples. Subsequent to the development drilling at Eureka, development drilling has been entirely by core methods, and MDA has placed no qualifications on the sample quality at Bajo Negro, Mariana Central, Mariana Norte, and San Marcos. Those samples deemed by MDA to be questionable or in doubt, were excluded from use in Mineral Resource estimation.

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Andean drill core is transferred to the core shack at the exploration camp where it is laid out and washed by a technician. The core recovery and rock quality designation are measured between wood blocks. The core is then marked up in one metre intervals taking core recovery into account. The geologist marks the core with a line for splitting using a diamond rock saw for core samples of the vein and a hydraulic splitter for the remainder of the holes, producing a sample of one kilogram to 3.5 kilograms. Core samples collected for analysis are typically one metre in length, but range from 20 centimetres to three metres. Bagged core samples are laid out in an orderly fashion, and then standard, blank, and duplicate samples are inserted in the sample stream.

The drill hole assay intervals include areas of non-mineralized and very low grade mineralization, and confirm that sampling is representative of the copper, gold, and silver grades in the deposit, reflecting areas of higher and lower grades.

Bulk density is routinely determined by Alex Stewart Argentina S.A. on behalf of Andean on a batch basis using small pieces of drill core or half-core, previously oven-dried in the sample preparation laboratory. To calculate the bulk density, the sample is briefly immersed in melted paraffin wax so as to give a thin uniform wax coating. It is then weighed in the air and in water. From time to time, checks are made by measuring the volume of water displaced by the sample and deriving bulk density by the ratio of weight to volume. For the Bajo Negro Mineral Resource estimate, Andean did its own measurements of specific gravity, on the site, using a conventional water-immersion method on pieces of drill core. The weight of the wax is taken into account when calculating the specific gravity.

MDA observed Andean’s technicians doing the specific gravity measurements and checked the calculation procedure. No procedural deficiencies were noted. The method used for specific gravity measurements has one deficiency; it cannot account for large vugs on the outsides of the specimens, if those vugs do not completely fill with wax. Such large vugs exist in the mineralized quartz veins at Eureka, and somewhat less commonly at Bajo Negro. For the 2009 Mineral Resource estimates, MDA made an adjustment to compensate for this and to account for unavoidable sample selection biases. During 2010, Andean adopted a dry volumetric measurement method, at MDA’s suggestion.

Current QA/QC practices include insertion of blanks, sample duplicates, and on-site and commercially available standards to check for contamination in crushing of the sample, cross contamination within the laboratory, assay precision, and accuracy. Each drill shift has a QA/QC person that attends to the sample analysis. One of these geologists is the QA/QC manager and is responsible for tracking and updating the assay results and database. Limits are set for the QA/QC standard samples to fall within an acceptable range, a warning range and a failure category. The acceptable range for blank samples is set at six times the detection limit of the element in question. All failures are reported to the assay lab, and the manager and lab work together to find a reason for the discrepancy. Often this results in a re-assay of the standard and samples which are adjacent to it. The original assays are entered into the database. Duplicate samples do not have a failure limit as all assays are accepted. The difference in duplicate assays indicates the precision level of the laboratory analysis and/or can point towards issues such as a “nugget” problem. Insertion of QA/QC samples is by an Andean contract employee prior to the pulps being forwarded to Santiago, Chile for analysis. This insertion is done with all efforts for the sample to be blind. All QA/QC samples are tracked and results reported on a monthly and year-end basis.

MDA completed a number of data checks in support of database validation during 2010 and 2011. For collar checks, MDA used a hand-held GPS to check the locations of 58 drill-hole collars. Given the constraints of a hand-held instrument, no collar errors were noted. Digital data files were compared to the collar locations in Andean’s project database. This check indicated that the locations and collar orientations of the drill holes in the project database are those obtained by the surveyors. For down-hole surveys, MDA’s check of the gyroscopic down-hole surveys in the project database consisted of comparing the original files to the data in the database. No issues were discovered using this method. For geological data, no formal checks were made, but as MDA performed geological modeling from the drill logs. For analytical data, MDA obtained all new assay data directly. This made it possible for MDA to compile, independently of Andean, an assay table for all of the deposits at the Cerro Negro Project. MDA compared the data in its assay table to the equivalent data in Andean’s assay table. The database was considered to be clean and able to support Mineral Resource estimation. For density data, while at the project site during January 2010, MDA observed Andean’s technician’s performance of specific gravity measurements and checked the calculation procedure. No procedural deficiencies were noted.

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Core from mineralized zones, as well as the adjacent ten metre or more of stockwork and unmineralized wall rock, was visually inspected by MDA for independent sampling. Nineteen specific samples were chosen by MDA without consulting Andean from multiple, broadly-spaced drill holes to represent a variety of grade ranges, including unmineralized material, and consecutive high- and low-grade samples were commonly chosen from the same drill hole. Samples were split by Andean staff under MDA supervision, and the resulting samples delivered by MDA to the Acme preparation facility, where the standard Andean preparation protocols were followed. The Acme Laboratories (“Acme”) check assays compared well with the originals. MDA also performed QA/QC checks, including inserting standards, checking blanks and checking assays and duplicates.

Security of Samples

All preparation and handling of samples at the Cerro Negro Project is done by Goldcorp employees, and prior to that, was performed by Andean employees. Once the drill samples have been collected, they are brought to a secure area next to the core shack and placed in steel-wire-reinforced plastic bins that are held on-site until a sufficient number of samples have been collected for a shipment. Once the bins are filled, usually weekly, a private trucking company is called to come to site and transport the samples directly to the Acme preparation laboratory in Mendoza, Argentina. The plastic bins are covered with an impermeable tarpaulin that is only removed upon arrival to the laboratory, and during this two-day drive, no other cargo is loaded on top of the truck. Acme personnel unload the samples and put them in the queue for preparation. Any sample number errors or missing samples are reported, and no work is performed until the problem is resolved.

Once delivered, the samples are under Acme’s control until the preparation of the pulps is completed. Then, an individual hired by Andean through a temporary work company takes custody of the pulps and inserts the standards and blanks into the sample pulp sequence according to instructions that have been emailed. After this, the pulps are returned to Acme, who takes responsibility for shipping them to Santiago, Chile.

Andean retained a small washed split of each reverse circulation sample interval, which is stored in a reverse circulation chip tray. The coarse and fine rejects (pulps) from Acme are returned on a regular basis and are stored in Cerro Negro Project sample storage sheds. Half core is retained in core trays and stored on site.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Cerro Negro Project as of December 31, 2011:

Proven and Probable Mineral Reserves ^(1)(2)(3)(4)

			Grade				Contained Metal
Category	Tonnes		Gold		Silver		Gold		Silver
	(millions)		(grams per tonne)		(grams per tonne)		(millions of ounces)		(millions of ounces)
Proven		—		—		—		—		—
Probable		13.87		10.18		86.93		4.54		38.78
Proven + Probable		13.87		10.18		86.93		4.54		38.78

(1) The Mineral Reserves for the Cerro Negro Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.

(2) Based on a gold price of $1,200 per ounce and a silver price of $20 per ounce.

(3) The estimated metallurgical recovery rate is 90% for gold and 65% to 85% for silver.

(4) Numbers may not add up due to rounding.

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The following table sets forth the estimated Mineral Resources for the Cerro Negro Project as of December 31, 2011:

Measured, Indicated and Inferred Mineral Resources ^{(1)(2)(3)(4)(5)}

(excluding Proven and Probable Mineral Reserves)

			Grade				Contained Metal
Category	Tonnes		Gold		Silver		Gold		Silver
	(million)		(grams per tonne)		(grams per tonne)		(millions of ounces)		(millions of ounces)
Measured		—		—		—		—		—
Indicated		5.24		3.26		18.45		0.55		3.11
Measured + Indicated		5.24		3.26		18.45		0.55		3.11
Inferred		4.56		7.12		35.11		1.04		5.15

(1) The Mineral Resources for the Cerro Negro Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.

(2) Based on a gold price of $1,350 per ounce and a silver price of $24 per ounce.

(3) The cut-off grade for Vein Zone is 0.5 grams per tonne of gold equivalent. The cut-off grade for the underground deposits is 3.0 grams per tonne of gold equivalent.

(4) Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(5) Numbers may not add up due to rounding.

Mining Operations

A transverse stoping method with backfill was selected to develop the underground Eureka and Bajo Negro veins to suit the ore-body geometry and rock quality. In narrow zones, longitudinal stopes will be used to maximize recovery of the ore-body. The high grade Eureka ore-body will be developed as an underground mine and processed first, followed in turn by the underground mines of Mariana, San Marcos, Bajo Negro and the open pit Vein Zone ore-bodies. The plant will begin operations in mid 2013 and will process 4,000 metric tonnes per day. During the twelve-year mine life, 4.13 million ounces of gold and 29.35 million ounces of silver metal will be produced. The mining will be undertaken from concurrent underground operations utilizing standard underground mining equipment.

Vein Zone will be mined by an open pit method using standard drilling, blasting, loading and hauling operations. A longitudinal long-hold stoping retreat mining method is proposed for Mariana Central, Mariana Norte and San Marcos veins, and the mining equipment, load rates, water management and pumping, ventilation and safety design will be similar to that planned for Eureka.

The plant feed will be initially from Eureka, then from Mariana Norte and Mariana Central, and then in parallel from San Marcos, Bajo Negro and Vein Zone. The plant has been designed for a total throughput of approximately 1,460,000 tonnes per annum. The mine plan includes maintaining a stockpile of ore on the run-of-mine pad near the crusher.

It is expected production will commence from Eureka during 2012 with Mariana Norte scheduled to begin production in early 2013, and Mariana Central in late 2013. San Marcos production will commence in late 2016. Bajo Negro and Vein Zone production is scheduled to commence in 2018 and 2019 respectively.

Waste storage has been designed for Eureka, Baja Negro, Mariana Norte, Mariana Central, San Marcos. During backfilling, the waste stockpiles will be totally consumed. Waste from Vein Zone’s life of mine will be stored in a single waste dump. To avoid water contamination, the exact location of the waste and ore storage for San Marcos, Mariana Norte and Mariana Central will be determined at the completion of the hydrogeology study results. Environmental liabilities are limited to those that would be expected to be associated with a project that is in pre-development, including an exploration decline and associated infrastructure, roads, and exploration drill pads. Goldcorp is not aware of any significant environmental, social or permitting issues that would prevent continued exploitation of the Cerro Negro Project deposits.

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Capital costs are estimated to total $749 million to first production in mid-2013. This amount includes approximately $500 million of direct costs for the expanded mining, process facilities and infrastructure, with the remainder in indirect costs including engineering, procurement and contract management (EPCM) costs, owner’s costs and contingency. Operating costs in the first five years of operation will average less than $200 per ounce of gold. The expected life of mine is 12 years.

Metallurgical test work has shown that the mineralization is amenable to being processed using conventional technologies, and acceptable recoveries were returned. Metallurgical test work completed on the Cerro Negro Project has been appropriate to establish process routes that are applicable to the mineralization types and was performed on samples that were representative of the mineralization. The metallurgical process route proposed uses conventional technology. The process plant and associated service facilities will process run-of-mine ore delivered to the primary crusher. The process encompasses crushing and grinding of the run-of-mine ore, leaching, counter-current decantation, solution clarification, zinc precipitation and smelting to produce gold/silver bars that are shipped to a refinery for further processing. The counter-current decantation tailings will be filtered and washed to recover cyanide prior to being re-pulped and pumped to the tailings storage facility.

The Cerro Negro Project will produce and sell a gold and silver doré to generate revenue. The doré will be sold to a refinery for separation into gold and silver bullion. Sales contracts expected at precious metal spot prices fixed by the London Metals Exchange may be entered into with refiners and are expected to be typical of and consistent with standard industry practice and are similar to contracts for the supply of doré elsewhere in the world.

At the net present value discount rate of 5%, the payback period estimated in the 2011 feasibility study is 5.3 years.

The Argentinean income tax rate for a corporation is set at 35%. There is also an export tax on gold doré which is 5%. The general rate for value added tax is 21%.

Exploration and Development

Significant exploration potential remains within the Cerro Negro Project. All of the deposits are open at depth, and the investigation of the vein systems within the Cerro Negro Project is likely to identify additional mineralization.

Construction of the underground decline into the Eureka deposit progressed successfully throughout 2011. Construction and development of Mariana Central and Mariana Norte commenced in December after receipt of the approvals for the amended EIA. Initial surface excavations of the mine portals for ramp development commenced with earth works while blasting of rock to begin the new ramps into Mariana Central and Mariana Norte is expected to begin in early 2012.

Overall underground development activities at Eureka continue to accelerate as the workforce grows with the corresponding camp expansion. Development is materially in line with the schedule to see ore production from the Eureka veins mined and stockpiled on surface in 2012. The total underground development at Eureka at the end of 2011 is at 3,228 metres, which includes advancement of the decline to a length of 1,623 metres (total planned decline length is approximately 3,900 metres). Total Eureka development in 2011 was approximately 2,552 metres, with 1,028 metres in the fourth quarter. The Eureka decline has reached beyond the 450 metre level, an important horizon that will facilitate the commencement of bottom up mining of the top half of the deposit beginning in 2012.

The underground development and construction of the processing plant are both on track for planned initial production in mid-2013.

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RISK FACTORS

The operations of the Corporation are speculative due to the high-risk nature of its business which is the acquisition, financing, exploration, development and operation of mining properties. These risk factors could materially affect the Corporation’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Corporation.

Exploration, Development and Operating Risk

Mining operations generally involve a high degree of risk. Goldcorp’s operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of gold, silver, copper, lead and zinc including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining and milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. Although appropriate precautions to mitigate these risks are taken, these risks cannot be eliminated.

Although Goldcorp’s activities are primarily directed towards mining operations, its activities also include the exploration for and development of mineral deposits. Discovery or acquisition of new mineral deposits is necessary to replace Mineral Reserves that are mined by operations. Development of new mineral deposits is necessary to sustain and to grow the Corporation’s future operations. There is no certainty that the expenditures made by Goldcorp towards the search for, evaluation of, and development into commercial production of mineral deposits will be successful.

The exploration for and development of mineral deposits also involves significant risks. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses are typically required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is difficult to ensure that the exploration or development programs planned by Goldcorp or any of its joint venture partners will result in a profitable commercial mining operation.

In particular, Goldcorp remains focused on advancing its suite of high quality gold projects as part of its five-year growth profile. However, the Corporation’s ability to maintain, or increase, its annual production of gold, silver, copper, lead, and zinc depends in significant part on its ability to bring these projects into production and to expand existing mines. Although the Corporation utilizes the operating history of its existing mines to derive estimates of future operating costs and capital requirements, such estimates may differ materially from actual operating results at new mines or at expansions of existing mines.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the interpretation of geological data obtained from drill holes and other sampling techniques; feasibility studies (which include estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed); the particular attributes of the deposit, such as size, grade and metallurgy; expected recovery rates of metals from the ore; proximity to infrastructure and labour; the cost of water and power; anticipated climatic conditions; cyclical metal prices; fluctuations in inflation and currency exchange rates; higher input commodity and labour costs; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Some of the Corporation’s development projects are also subject to the successful completion of final feasibility studies, issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may adversely affect Goldcorp’s business.

Although the Corporation’s feasibility studies are generally completed with the Corporation’s knowledge of the operating history of similar ore bodies in the region, the actual operating results of its development projects

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may differ materially from those anticipated, and uncertainties related to operations are even greater in the case of development projects. Future development activities may not result in the expansion or replacement of current production with new production, or one or more of these new projects may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

Commodity Prices

The price of the Common Shares, Goldcorp’s financial results and exploration, and the Corporation’s development and mining activities in the future may be materially adversely affected by declines in the price of gold, silver, copper, lead and zinc. Gold, silver, copper, lead and zinc prices fluctuate widely and are affected by numerous factors beyond Goldcorp’s control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. The prices of gold, silver, copper, lead and zinc have fluctuated widely in recent years, and future price declines could cause continued development of and commercial production from Goldcorp’s properties to be uneconomic. Depending on the price of gold, silver, copper, lead and zinc, cash flow from mining operations may not be sufficient and Goldcorp could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from Goldcorp’s mining properties is dependent on gold, silver, copper, lead and zinc prices that are adequate to make these properties economically viable.

Furthermore, reserve calculations and life-of-mine plans using significantly lower gold, silver, copper, lead and zinc prices could result in material write-downs of Goldcorp’s investment in mining properties and increased amortization, reclamation and closure charges.

In addition to adversely affecting Goldcorp’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Need for Additional Mineral Reserves and Mineral Resources

Goldcorp must continually explore to replace and expand its Mineral Reserves and Mineral Resources as its mines produce gold, silver, copper, lead and zinc. Goldcorp’s ability to maintain or increase its annual production of gold, silver, copper, lead and zinc depends in significant part on its ability to find new Mineral Reserves and Mineral Resources, to bring new mines into production, and to expand Mineral Reserves and Mineral Resources at existing mines. There is no assurance that Goldcorp will be able to maintain or increase its annual production, bring new mines into production or expand the Mineral Reserves and Mineral Resources at its existing mines.

Capital Cost and Operational Cost Estimates

Goldcorp prepares budgets and estimates of cash costs and capital costs of production for each of its operations and its main costs relate to material costs, personnel and contractor costs, and energy costs. However, despite Goldcorp’s best efforts to budget and estimate such costs, as a result of the substantial expenditures involved in the development of mineral projects and the fluctuation of costs over time, development projects may be prone to material cost overruns. Goldcorp’s actual costs may vary from estimates for a variety of reasons, including: short-term operating factors; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes; and unexpected labour shortages or strikes. Operational costs may also be affected by a variety of factors, including: changing waste-to-ore ratios, ore grade metallurgy, labour costs, the cost of commodities, general inflationary pressures and currency exchange rates. Many of these factors are beyond Goldcorp’s control. Failure to achieve estimates or material increases in costs could have an adverse impact on Goldcorp’s future cash flows, business, results of operations and financial condition.

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Furthermore, delays in the construction and commissioning of mining projects or other technical difficulties may result in even further capital expenditures being required. Any delay in the development of a project or cost overruns or operational difficulties once the project is fully developed may have a material adverse effect on Goldcorp’s business, results of operations and financial condition.

Foreign Operations

The majority of Goldcorp’s foreign operations are currently conducted in Mexico, Guatemala, Argentina, the Dominican Republic, Chile and the United States, and as such Goldcorp’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in these jurisdictions may adversely affect Goldcorp’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, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

Risk factors specific to certain jurisdictions are described separately. See “Economic and Political Instability in Guatemala”, “Economic and Political Instability in Argentina” and “Security in Mexico”. The occurrence of the various factors and uncertainties related to the economic and political risks of operating in foreign jurisdictions cannot be accurately predicted and could have a material adverse effect on Goldcorp’s operations or profitability.

Resource Nationalism

As governments continue to struggle with deficits and concerns over the effects of depressed economies, the continuing strength in commodity prices has resulted in the mining and metals sector being targeted to raise revenue. Governments are continually assessing the fiscal terms of the economic rent for a mining company to exploit resources in their countries. Numerous countries, including Argentina, Australia, Brazil, Chile, Guatemala and Venezuela, have recently introduced changes to their respective mining regimes that reflect increased government control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership and take-overs, mandatory government participation, taxation and royalties, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, as well as requirements for employment of local staff or contractors or other benefits to be provided to local residents.

The Corporation believes that the countries in which it operates are relatively stable for foreign investment. However, the recent occurrence of these mining regime changes in both developed and developing countries adds uncertainties that cannot be accurately predicted and any future material adverse changes in government policies or legislation in the jurisdictions in which Goldcorp operates that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Corporation.

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Government Regulation

The mining, processing, development and mineral exploration activities of Goldcorp are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Goldcorp’s mining and processing operations and exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a material adverse impact on Goldcorp. In addition, changes to laws regarding mining royalties or taxes, or other elements of a country’s fiscal regime, may adversely affect Goldcorp’s costs of operations and financial results. See “Resource Nationalism” above.

Availability of Supplies

As with other mining companies, certain raw materials and supplies used in connection with Goldcorp’s operations are obtained from a sole or limited group of suppliers (including, for example, truck tires and sodium cyanide). Due to an increase in activity in the global mining sector, there has been an increase in global demand for such resources and a decrease in the supplier’s inventory which, at times, has caused unanticipated cost increases, an inability to obtain adequate supplies and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules. Although Goldcorp makes efforts to ensure that there are contingency plans in place in the event of a shortfall of supply, if a supplier is unable to adequately meet Goldcorp’s requirements over a significant period of time and Goldcorp is unable to source an alternate third party supplier on reasonable commercial terms, this could have a material adverse effect on Goldcorp’s business, results of operations and financial condition.

Availability of Key Executives and Other Personnel

Goldcorp is dependent on the services of key executives, including, among others, its President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. The success of Goldcorp’s operations is also dependent on its highly skilled and experienced workforce. Given the recent increase of activity in the mining sector, there is currently a global shortage of, and increased competition over, highly skilled experienced workers (in addition to increased labour costs). In part this competition arises from the lower number of new workers entering the mining industry during the industry downturn in the late 1990’s and early 2000’s. In addition, the development of new mines in geographic areas without an established mining industry requires training of inexperienced workers to staff these new mines. Although Goldcorp places a high priority on hiring and retaining key talent, as well as embracing technology that diminishes the impact of workplace shortages, the loss of these persons or Goldcorp’s inability to attract and retain additional highly skilled employees may adversely affect its business and future operations.

Current Global Financial Condition

Market events and conditions, including the disruptions in the international credit markets and other financial systems, the deterioration of global economic conditions in 2008 and 2009 and, more recently, in Europe, along with political instability in the Middle East and political inertia in the United States, have caused significant volatility to commodity prices. These conditions have also caused a loss of confidence in the broader United States, European and global credit and financial markets and resulting in the collapse, of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. These events are illustrative of the effect that events beyond Goldcorp’s control may have on commodity prices, demand for metals, including gold, silver, copper, lead and zinc, availability of credit, investor confidence, and general financial market liquidity, all of which may affect the Corporation’s business.

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Goldcorp is also exposed to liquidity and various counterparty risks including, but not limited to through: (i) financial institutions that hold Goldcorp’s cash; (ii) companies that have payables to Goldcorp, including concentrate customers; (iii) Goldcorp’s insurance providers; (iv) Goldcorp’s lenders; (v) Goldcorp’s other banking counterparties; and (vi) companies that have received deposits from Goldcorp for the future delivery of equipment. Goldcorp is also exposed to liquidity risks in meeting its capital expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of Goldcorp to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to Goldcorp. Furthermore, repercussions from the 2008-2009 economic crisis continue to be felt, as reflected in increased levels of volatility and market turmoil. As a result of this uncertainty, Goldcorp’s planned growth could either be adversely or positively impacted and the trading price of Goldcorp’s securities could either be adversely or positively affected.

Economic and Political Instability in Guatemala

The Marlin Mine is located in Guatemala. There are risks relating to an uncertain or unpredictable political and economic environment in Guatemala.

Guatemala has a history of political unrest. Guatemala suffered an armed conflict for 36 years, which was finally resolved through a peace agreement reached with the country’s internal revolutionary movement in 1996. Renewed political unrest or a political crisis in Guatemala could adversely affect Goldcorp’s business and results of operations.

Guatemala suffers from social problems, such as a high crime rate, impunity, uncertain land tenure for many indigenous people, and corruption, which could have adverse effects on the Marlin Mine. In the past, local residents have encroached on the Marlin Mine land, challenged the Corporation’s ownership of and authority to operate on such land, and impeded Marlin Mine operations through roadblocks, other public manifestations, and violent attacks on Marlin Mine assets and personnel. The Corporation attempts to mitigate the risks of local opposition to its operations through its commitment to corporate social responsibility, which includes engagement with local communities and development of effective grievance mechanisms to encourage early and peaceful resolution of local concerns. However, to the extent that the Corporation’s operations are the target of international or national organizations advocating on behalf of political or social causes that transcend local issues, the Corporation’s efforts made to mitigate these risks may not be effective.

Furthermore, conditions in Guatemala have become increasingly complicated during recent years. Due to political activity, court rulings and a lack of progress on proposed revisions to the mining law, a de facto moratorium on the issuance of new mining concessions and permits has existed for more than three years. In addition, as a result of Mexico’s concerted efforts to control organized criminal organizations, these organizations have increased their presence in Guatemala resulting in increased risks to personal security and greater influence within Guatemala.

In January 2012, a new government took office in Guatemala. While the new government has announced its commitment to a transparent government, to providing sufficient social programs to ensure that all Guatemalans receive adequate nutrition, and to make Guatemala safe for its citizens, the ability of the government to achieve these goals remains uncertain. Furthermore, the new government has announced an agreement with the Guatemalan industry association (Camara de Industria de Guatemala), which includes the extractive industries council (Gremial de Industrias Extractivas), to voluntarily increase the royalty payable with respect to the production of precious metals to 4% of gross proceeds and of base metals to 3% of gross proceeds. Montana agreed to pay an additional 1% gross royalty on production from the Marlin Mine. See also “Resource Nationalism” above.

It remains unclear whether any future policies that the new government will adopt will have a material adverse effect on Goldcorp’s activities in Guatemala.

Economic and Political Instability in Argentina

The Cerro Negro Project is located in Santa Cruz Province in Argentina. There are risks relating to an uncertain or unpredictable political and economic environment in Argentina, especially as social opposition to mining operations in certain parts of the country grows. Certain political and economic events such as: (i) the

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inability of the Cerro Negro Project to obtain United States dollars in a lawful market of Argentina; (ii) acts or failures to act by a governmental authority in Argentina; and (iii) acts of social and political violence in Argentina, could have a material adverse effect on Goldcorp’s activities at the Cerro Negro Project.

For example, in December 2007, the Argentinean government unilaterally levied export duties initially adopted in 2001 on mining companies that had not been subject to the duties based on economic stability provisions of the federal mining law. This change of policy adversely affected Goldcorp’s interest in the Alumbrera Mine. Furthermore, during an economic crisis in 2001 to 2003, Argentina defaulted on foreign debt repayments and on the repayment on a number of official loans to multinational organizations. In addition, the government has renegotiated or defaulted on contractual arrangements. Recently, the newly re-elected Argentinean government issued Decree 1722/2011 which revoked exemptions previously granted to companies in the oil and gas and mining sectors from the obligation to repatriate 100% of their export revenues to Argentina for conversion in the local foreign exchange markets, prior to transferring funds locally or overseas. Similarly, the government adopted a requirement that importers provide notice to the government and obtain approval for importation before placing orders for consumer goods. These actions indicate that the Argentinean government may alter or impose additional requirements or policies that may adversely affect Goldcorp’s activities in Argentina in the future.

There is also the risk of political violence and increased social tension in Argentina as Argentina has experienced periods of civil unrest, crime and labour unrest. Roadblocks (piqueteros) by members of the local communities, unemployed people and unions can occur on most national and provincial routes without notice. For example, in January and February 2012, the Alumbrera Mine roadblocks interrupted transportation to and from the mine. Furthermore, local opposition to the development of the nearby Agua Rica Project, which is approximately 35 kilometres from the Alumbrera Mine, led to the issuance of a judicial order suspending operations at the site. There is no assurance that disruptions will not occur in the future which could materially affect access to the Cerro Negro Project during the project’s development or the operation of the mine altogether.

Security in Mexico

The Peñasquito Mine, the Los Filos Mine, the El Sauzal Mine, the Noche Buena Project and the Camino Rojo Project are all located in Mexico. In recent years, criminal activity and violence has increased in Mexico and spread from border areas to other areas of the country. Violence between the drug cartels and human trafficking organizations and violent confrontations with Mexican authorities have steadily increased. As well, incidents of kidnapping for ransom and extortion by organized crime have increased. Chihuahua, Guerrero and Zacatecas, the three states where Goldcorp operates, have been among the top ten states for kidnapping, and all three states register high levels of violent crime. Many incidents of crime and violence go unreported in Mexico and Mexico’s law enforcement authorities’ efforts to reduce criminal activity are challenged by a lack of resources, corruption and the power of organized crime.

Goldcorp’s sites in Mexico have taken a variety of measures to protect their employees, property and production facilities from these security risks. Goldcorp also regularly reviews the safety of access routes and the physical security of its installations. Notwithstanding these measures, incidents of criminal activity, trespass, theft and vandalism have occasionally affected Goldcorp employees, contractors and their families.

Although Goldcorp has implemented measures to protect its employees, contractors, property and production facilities from these security risks, there can be no assurance that security incidents, in the future, will not have a material adverse effect on Goldcorp’s operations in Mexico, especially if criminal activity and violence continue to escalate. Such incidents may halt or delay production, increase operating costs, result in harm to employees, contractors or visitors, decrease operational efficiency, increase community tensions or otherwise adversely affect Goldcorp’s ability to conduct its business in Mexico.

Human Rights

Various international and national laws, codes, resolutions, conventions, guidelines and other materials relate to human rights (including rights with respect to the environment, health and safety surrounding Goldcorp’s operations). Many of these materials impose obligations on government and companies to respect human rights. Some mandate that government consult with communities surrounding potential or operating Goldcorp projects

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regarding government actions which may affect local stakeholders, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national materials pertaining to human rights continue to evolve and be defined. One or more groups of people may oppose Goldcorp’s current and future operations or further development or new development of Goldcorp’s projects or operations. See “Inter-American Commission on Human Rights (Guatemala)” below. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against Goldcorp’s activities, and may have a negative impact on Goldcorp’s reputation. Opposition by such groups to Goldcorp’s operations may require modification of, or preclude the operation or development of, Goldcorp’s projects or may require Goldcorp to enter into agreements with such groups or local governments with respect to Goldcorp’s projects, in some cases, causing considerable delays to the advancement of its projects.

See also “Indigenous Peoples” below.

Inter-American Commission on Human Rights (Guatemala)

On December 7, 2011, the Inter-American Commission on Human Rights (“IACHR”), an independent body of the Organization of American States, advised the Government of Guatemala that the IACHR had modified the precautionary measures issued by the IACHR on May 24, 2010. The modified precautionary measures request the Government of Guatemala to take action to ensure that water supplies to 18 Mayan communities are suitable for potable and livestock consumption. The modified precautionary measures no longer seek to have the Government suspend operations of the Marlin Mine. The IACHR’s decision follows the Government’s petition to IACHR to declare the precautionary measures without further effect because the administrative process conducted by the Government under the Mining Law of Guatemala determined that that the Marlin Mine has not damaged the environment or health of the communities in the vicinity of the mine. The Ministry of Energy and Mines (the “Ministry”) was responsible for leading the administrative process. Before reaching its decision, the Ministry requested information and opinions from the Presidential Commission for the Coordination of Executive Policy on Human Rights (“COPREDEH”), the Ministry of Environment and Natural Resources (“MARN”), the Ministry of Communications, Infrastructure and Housing (“MICIVI”), the Ministry of Health and Social Welfare (“MSPAS”), the Social Environment Management Unit of the Ministry of Energy and Mines, representatives of the individuals who filed the petition with the IACHR, representatives of the municipalities of San Miguel Ixtahuacán and Sipacapa, and Montana. The Ministry issued its resolution declaring that, based on the information presented, there is no cause for the suspension of operations of the Marlin Mine and that Montana has been carrying out mining operations in accordance with the mining law of Guatemala on July 8, 2011.

The Ministry’s resolution and the studies on which it relies confirm the Corporation’s position that there is no evidence that the community water supplies are contaminated, that the water supplies are fit for human consumption, and that no disease linked to alleged contamination produced by the Marlin Mine has been detected. The Corporation, however, anticipates that there will likely continue to be opposition to the Marlin Mine. There is no assurance that the IACHR or the government will not, in future, require suspension of Marlin operations or impose additional requirements to protect human rights in the community in which the Marlin Mine operates. The effect of the suspension of operations at the Marlin Mine or the imposition of additional human rights requirements cannot be accurately predicted and could have a material adverse effect on Goldcorp’s reputation, operations or profitability.

Environmental Risks and Hazards

Goldcorp’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will likely, in future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Goldcorp’s results of operations. Failure to comply with these laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing

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operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may also be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on Goldcorp’s reputation.

Furthermore, environmental hazards may exist on the properties on which Goldcorp holds interests which are unknown to Goldcorp at present and which have been caused by previous or existing owners or operators of the properties.

In addition, production at certain of Goldcorp’s mines involves the use of sodium cyanide which is a toxic material. Should sodium cyanide leak or otherwise be discharged from the containment system, Goldcorp may become subject to liability for clean-up work that may not be insured. While appropriate steps are taken to prevent discharges of pollutants into the ground water and the environment, Goldcorp may become subject to liability for hazards that it may not be insured against.

There has also been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. In addition, the use of open pit mining techniques has come under scrutiny in certain mining jurisdictions, and some governments are reviewing the use of such methods. For example, in late 2010, the Argentinean Congress approved legislation that restricts mining and other industrial activities in where glaciers are present. In addition, several provincial governments in Argentina have adopted prohibitions on open pit mining. Although such restrictions do not currently affect any of the Corporation’s projects, if legislation restricting or prohibiting the use of cyanide or open pit mining techniques were to be adopted in a region in which the Corporation operates, there would be a serious and adverse impact on the Corporation’s results of operations and financial position. Additionally, if the use of cyanide were to be restricted or prohibited in a jurisdiction in which Goldcorp’s operations rely on the use of cyanide, it would have a significant adverse impact on Goldcorp as there are few, if any, substitutes for cyanide that are as effective in extracting gold from the ore.

See also “Permitting” below.

Permitting

Goldcorp’s operations in each of the jurisdictions in which it operates are subject to receiving and maintaining permits (including environmental permits) from appropriate governmental authorities. Although Goldcorp’s mining operations currently have all required permits for their operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations, or additional permits associated with new legislation. Furthermore, prior to any development on any of its properties, Goldcorp must receive permits from appropriate governmental authorities. There can be no assurance that Goldcorp will continue to hold or obtain, if required to, all permits necessary to develop or continue operating at any particular property.

Keewatin Decision

In August 2011, an Ontario court issued a ruling that may affect future permitting of mining operations and other land uses within the Keewatin Lands (the lands in which the Red Lake Gold Mines are situated). At present, permits for mine operations are issued by the Province of Ontario. However, because the court ruled that Ontario requires federal authorization (or Treaty 3 First Nations consent) to the “taking up” of lands in Keewatin where doing so would “significantly interfere” with Treaty 3 harvesting rights, the Province of Ontario can only issue land authorizations so long as such authorizations do not have such effect.

This decision has been stayed pending appeal, and therefore, the Province of Ontario will continue to regulate all mining in the region. While the trial court provided some guidance on how to determine if an action would have the effect of “significantly interfering” with harvesting rights, the issue is ambiguous and will require further definition by the courts. Although Goldcorp currently has all required permits for its Red Lake Gold Mines

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operations, any change or uncertainty in the permitting process may have an adverse impact on Goldcorp’s operations. There can be no assurance that delays or new objections will not occur in connection with obtaining all necessary renewals of such permits for the existing operations or additional permits for any possible future changes to operations. See also “Risk Factors – Permitting”.

Climate Change Risks

Goldcorp acknowledges climate change as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, Goldcorp expects that this will result in increased costs at some of its operations.

In addition, the physical risks of climate change may also have an adverse affect on Goldcorp’s operations. These risks include the following:

Sea level rise: Goldcorp’s operations are not directly threatened by current predictions of sea level rise. All of the Corporation’s operations are located well inland at elevations from 100 metres to 4,000 metres above sea level. However, changes in sea levels could affect ocean transportation and shipping facilities which are used to transport supplies, equipment and personnel to Goldcorp’s operations and products from those operations to world markets.

Extreme weather events: Extreme weather events (such as increased frequency or intensity of hurricanes, increased snow pack, prolonged drought) have the potential to disrupt operations at the Corporation’s mines. Where appropriate, Goldcorp’s facilities have developed emergency plans for managing extreme weather conditions, however, extended disruptions to supply lines could result in interruption to production.

Resource shortages: Goldcorp’s facilities depend on regular supplies of consumables (diesel, tires, sodium cyanide, etc.) and reagents to operate efficiently. In the event that the effects of climate change or extreme weather events cause prolonged disruption to the delivery of essential commodities, then Goldcorp’s production efficiency is likely to be reduced. For example, during the second quarter of 2011, restricted cyanide deliveries were experienced in Mexico due to supply issues from the manufacturer attributable to flooding in Memphis. As a result, the limited quantities of cyanide available were directed to the Los Filos Mine where higher grade ore yielded higher production results from the same cyanide consumption.

Although Goldcorp makes efforts to mitigate the physical risks of climate change by ensuring that extreme weather conditions are included in emergency response plans as required, there can be no assurance that these efforts will be effective and that the physical risks of climate change will not have an adverse affect on Goldcorp’s operations and therefore profitability.

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Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect Goldcorp’s business, financial condition and results of operations. For example, a major rainfall event in May 2011 at the Pueblo Viejo Project required remediation of damage to the starter tailings dam facility, prior to issuance of the final tailings permit, causing delays in the construction schedule.

A key operational risk is the availability of sufficient power and water supplies to support mining operations. Large amounts of power and large volumes of water are used in the extraction and processing of minerals and metals. Certain of Goldcorp’s property interests are located in remote, undeveloped areas and the availability of infrastructure such as water and power at a reasonable cost cannot be assured. Conversely, other Goldcorp properties are located in areas that have many competing demands for power and water and access to sufficient supplies will need to be negotiated by Goldcorp. Power and water are integral requirements for exploration, development and production facilities on mineral properties.

Goldcorp’s ability to obtain a secure supply of power and water at a reasonable cost depends on many factors, including:

• global and regional supply and demand;

• political and economic conditions;

• problems that can affect local supplies;

• delivery; and

• relevant regulatory regimes.

Even a temporary interruption of power or water could adversely affect an operation. An increase in prices could negatively affect Goldcorp’s business, financial condition and results of operations. Establishing such infrastructure for Goldcorp’s development projects will, in any event, require significant resources, identification of adequate sources of raw materials and supplies and necessary cooperation from national and regional governments, none of which can be assured. There is no guarantee that Goldcorp will secure these power, water and access rights going forward or on reasonable terms.

Exchange Rate Fluctuations

Exchange rate fluctuations may affect the costs that the Corporation incurs in its operations. Gold, silver, copper, lead and zinc are sold in United States dollars and the Corporation’s costs are incurred principally in United States dollars, Canadian dollars, Mexican pesos, Guatemalan quetzal, Dominican Republic pesos, Chilean pesos and Argentinean pesos. The appreciation of non-United States dollar currencies against the United States dollar can increase the cost of gold, silver, copper, lead and zinc production and capital expenditures in United States dollar terms. Goldcorp has a risk management policy that includes hedging its foreign exchange exposure to reduce the risk associated with currency fluctuations. The Corporation has entered into Canadian dollar and Mexican peso currency hedge contracts to purchase the respective foreign currencies at pre-determined United States dollar amounts. These contracts were entered into to normalize operating expenses incurred by the Corporation’s foreign operations expressed in United States dollar terms. In accordance with its risk management policy, the Corporation may hedge up to 50% of its annual operating expenditures over any 12 month going forward basis.

See “Hedging” below.

Joint Ventures

Goldcorp holds an indirect 40% interest in the Pueblo Viejo Project, an indirect 66 ²/3% interest in the

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Marigold Mine and an indirect 40% interest in the Dee/South Arturo Project, the remaining interest in each of these properties being held indirectly by Barrick. Goldcorp also holds an indirect 37 ¹/2% interest in the Alumbrera Mine, the other 12.5% and 50% interests being held indirectly by Yamana and Xstrata, respectively. Goldcorp’s interest in these properties is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on Goldcorp’s profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on Goldcorp’s future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability to exert influence over certain strategic decisions made in respect of joint venture properties; (iii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iv) litigation between joint venture partners regarding joint venture matters.

To the extent that the Corporation is not the operator of its joint venture properties, the success of any such operations will be dependent on such operators for the timing of activities related to such properties and Goldcorp will be largely unable to direct or control the activities of the operators. Goldcorp is subject to the decisions made by the operator in the operation of the property, and will rely on the operators for accurate information about the properties. Although Goldcorp expects that the operators of the properties to which it owns an interest will operate such properties with the highest standards and in accordance with the respective operating agreements, there can be no assurance that all decisions of the operators will achieve expected goals.

Acquisition Strategy

As part of Goldcorp’s business strategy, the Corporation has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, Goldcorp may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into Goldcorp. Ultimately, any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after Goldcorp has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; Goldcorp may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt Goldcorp’s ongoing business and its relationships with employees, suppliers, contractors and other stakeholders; and the acquired business or assets may have unknown liabilities which may be significant.

In the event that Goldcorp chooses to raise debt capital to finance any such acquisition, Goldcorp’s leverage will be increased. If Goldcorp chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, Goldcorp may choose to finance any such acquisition with its existing resources.

Goldcorp cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit Goldcorp’s business. Furthermore, there can be no assurance that Goldcorp would be successful in overcoming the risks identified above or any other problems encountered in connection with such acquisitions.

Reputational Risk

Damage to the Corporation’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to the Corporation’s handling of environmental matters or the Corporation’s dealings with community groups), whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in regards to the Corporation and its activities, whether true or not. Although the Corporation believes that it operates in a manner that is respectful to all stakeholders and that it takes care in protecting its image and reputation, the Corporation does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining

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community relations and an impediment to the Corporation’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects.

Corruption and Bribery Risk

The Corporation’s operations are governed by, and involve interactions with, many levels of government in numerous countries. Like most companies, the Corporation is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar laws in the countries in which the Corporation conducts its business. In recent years, there has been a general increase in both the frequency of enforcement and severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its third party agents. Although the Corporation has adopted a risk-based approach to mitigate such risks, including the implementation of training programs and policies to ensure compliance with such laws, such measures are not always effective in ensuring that the Corporation, its employees or third party agents will comply strictly with such laws. If the Corporation finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Corporation resulting in a material adverse effect on the Corporation’s reputation and results of its operations.

Competition

The mining industry is competitive in all of its phases. Goldcorp faces strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals, as well as the necessary labour and supplies required to develop such properties. Some of these companies have greater financial resources, operational experience and technical capabilities than Goldcorp. As a result of this competition, Goldcorp may be unable to maintain, acquire or develop attractive mining properties on terms it considers acceptable or at all. Consequently, Goldcorp’s revenues, operations and financial condition could be materially adversely affected.

Indigenous Peoples

Various international and national laws, codes, resolutions, conventions, guidelines, and other materials relate to the rights of indigenous peoples. Goldcorp operates in some areas presently or previously inhabited or used by indigenous peoples. Many of these materials impose obligations on government to respect the rights of indigenous people. Some mandate that government consult with indigenous people regarding government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. ILO Convention 169, which has been ratified by Argentina, Chile, Guatemala, and Mexico, is an example of such an international convention. The obligations of government and private parties under the various international and national materials pertaining to indigenous people continue to evolve and be defined. Examples of recent developments in this area include the United Nations Declaration of the Rights of Indigenous People and the International Finance Corporation’s revised Performance Standard 7 which requires governments to obtain the free, prior, and informed consent of indigenous peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits.

The Corporation’s current and future operations are subject to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development of Goldcorp’s projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the Corporation’s activities. Opposition by indigenous people to the Corporation’s operations may require modification of or preclude operation or development of the Corporation’s projects or may require the Corporation to enter into agreements with indigenous people with respect to the Corporation’s projects. See “Economic and Political Instability in Guatemala,” “Human Rights,” and “Inter-American Commission on Human Rights (Guatemala)” above.

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Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources

The figures for Ore/Mineral Reserves and Mineral Resources contained in this annual information form are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Ore/Mineral Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Ore/Mineral Reserves and Mineral Resources, including many factors beyond Goldcorp’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore/Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold, silver, copper, lead or zinc recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold, silver, copper, zinc or lead prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources, or of Goldcorp’s ability to extract these Ore/Mineral Reserves, could have a material adverse effect on Goldcorp’s results of operations and financial condition. See also “Description of the Business – Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources.”

Uncertainty Relating to Inferred Mineral Resources

Inferred Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven and Probable Mineral Reserves as a result of continued exploration.

Indebtedness

As of December 31, 2011, the Corporation had aggregate consolidated indebtedness of approximately $862.5 million. As a result of this indebtedness, the Corporation is required to use a portion of its cash flow to service principal and interest on its debt, which will limit the cash flow available for other business opportunities.

The terms of the Corporation’s revolving term credit facility requires the Corporation to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. These covenants limit, among other things, the Corporation’s ability to incur further indebtedness if doing so would cause it to fail to meet certain financial covenants, create certain liens on assets or engage in certain types of transactions. Although at present, given the Corporation’s strong balance sheet, these covenants do not restrict the Corporation’s ability to conduct its business as presently conducted, there are no assurances that in future, the Corporation will not be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with these covenants, including a failure to meet the financial tests or ratios, would likely result in an event of default under the credit facility and would allow the lenders to accelerate the debt.

Additional Capital

The mining, processing, development and exploration of Goldcorp’s properties, will require significant financing, especially in light of Goldcorp’s near-term development of its key development projects. Although Goldcorp expects to finance its growing operations and development costs with anticipated cash-flows and its strong balance sheet, failure to obtain any necessary additional financing may result in delaying or indefinite postponement of exploration, development or production on any or all of Goldcorp’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Goldcorp.

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Servicing Debt

The Corporation’s ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the Corporation’s future performance, which is subject to economic, financial, competitive and other factors beyond its control. The Corporation may not continue to generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Corporation is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Corporation’s ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Corporation may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations.

Hedging

Currently, Goldcorp’s policy is to not hedge future gold sales. Goldcorp currently hedges lead, zinc and copper to manage price exposure to fluctuations in those base metals. Goldcorp also hedges fuel oil prices and foreign currencies to manage adverse price movements to the Corporation in fuel oil prices and foreign currencies.

There is no assurance that a hedging program designed to reduce the price risk associated with fluctuations in base metals, fuel oil prices or foreign currencies will be successful. Although hedging may protect Goldcorp from an adverse price change, it may also prevent Goldcorp from benefiting fully from a positive price change.

Peñasquito Mine Concentrate Transportation and Marketing Risk

Concentrates containing combinations of gold, silver, lead and zinc will be produced in large quantities at the Peñasquito Mine and loaded onto highway road vehicles for transport to in-country smelters or to sea ports for export to foreign smelters in markets such as Asia, Europe and North America. This type of process involves a high level of environmental and financial risk. Goldcorp could be subject to potential significant increases in road and maritime transportation charges and treatment and refining charges. Transportation of such concentrate is also subject to numerous risks including, but not limited to, delays in delivery of shipments, road blocks, terrorism, weather conditions and environmental liabilities in the event of an accident or leak. Goldcorp could be subject to limited smelter availability and capacity and could also face the risk of a potential interruption of business from a third party beyond its control, which in both cases could have a material adverse affect on Goldcorp’s operations and revenues. There is no assurance that smelting, refining or transportation contracts for the Peñasquito Mine’s products will be entered into on acceptable terms or at all.

Litigation

In addition to the litigation brought by Barrick described under “Legal Proceedings and Regulatory Actions”, Goldcorp is, from time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of business. Goldcorp cannot reasonably predict the likelihood or outcome of these actions. If Goldcorp is unable to resolve these disputes favourably, it may have a material adverse impact on Goldcorp’s financial performance, cash flow and results of operations. See “Legal Proceedings and Regulatory Actions”.

Labour and Employment Matters

While Goldcorp believes that it has good relations with both its unionized and non-unionized employees, production at Goldcorp’s mining operations is dependent upon the efforts of Goldcorp’s employees. In addition, relations between Goldcorp and its employees may be impacted by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities in whose jurisdictions Goldcorp carries on business. Adverse changes in such legislation or in the relationship between Goldcorp with its employees may have a material adverse effect on Goldcorp’s business, results of operations and financial condition.

Land Title

Although the title to the properties owned by Goldcorp was reviewed by or on behalf of Goldcorp, no

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assurances can be given that there are no title defects affecting such properties. Title insurance generally is not available, and Goldcorp’s ability to ensure that it has obtained a secure claim to individual mineral properties or mining concessions may be severely constrained. Goldcorp has not conducted surveys of all of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, Goldcorp’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, Goldcorp may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Portions of Goldcorp’s Mineral Reserves come from unpatented mining claims in the United States. There is a risk that any of Goldcorp’s unpatented mining claims could be determined to be invalid, in which case Goldcorp could lose the right to mine Mineral Reserves contained within those mining claims. Unpatented mining claims are created and maintained in accordance with the General Mining Law of 1872. Unpatented mining claims are unique United States property interests, and are generally considered to be subject to greater title risk than other real property interests due to the validity of unpatented mining claims often being uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law of 1872. Unpatented mining claims are always subject to possible challenges of third parties or contests by the federal government. The validity of an unpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal and state statutory and decisional law.

In recent years, the United States Congress has considered a number of proposed amendments to the General Mining Law of 1872. If adopted, such legislation, among other things, could impose royalties on gold production from unpatented mining claims located on United States federal lands, result in the denial of permits to mine after the expenditure of significant funds for exploration and development, reduce estimates of Mineral Reserves and reduce the amount of future exploration and development activity on United States federal lands, all of which could have a material and adverse affect on Goldcorp’s cash flow, results of operations and financial condition.

Insurance and Uninsured Risks

Goldcorp’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, mechanical failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, fires, floods, hurricanes and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Goldcorp’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although Goldcorp maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not cover all the potential risks associated with a mining company’s operations. Goldcorp may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to Goldcorp or to other companies in the mining industry on acceptable terms. Goldcorp might also become subject to liability for pollution or other hazards which may not be insured against or which Goldcorp may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Goldcorp to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Information Systems Security Threats

Goldcorp has entered into agreements with third parties for hardware, software, telecommunications and other information technology (“IT”) services in connection with its operations. Goldcorp’s operations depend, in part, on how well the Corporation and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Corporation’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software,

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as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Corporation’s reputation and results of operations.

Although to date the Corporation has not experienced any material losses relating to cyber attacks or other information security breaches, there can be no assurance that Goldcorp will not incur such losses in the future. The Corporation’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Share Prices of Investments

Goldcorp’s investments in securities of other public companies (including its investments in Tahoe, Primero and Thompson Creek) are subject to volatility in the share prices of such companies. There can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond Goldcorp’s control, including, quarterly variations in the subject companies’ results of operations, changes in earnings (if any), estimates by analysts, conditions in the industry of such companies and macroeconomic developments in North America and globally, currency fluctuations and market perceptions of the attractiveness of particular industries. Such market fluctuations could adversely affect the market price of Goldcorp’s investments and the value Goldcorp could realize on such investments.

Subsidiaries

Goldcorp is a holding company that conducts operations through Canadian and foreign (Antiguan, Argentinean, Barbadian, Bermudian, Cayman Island, Guatemalan, Honduran, Chilean, Mexican, Swiss and American) subsidiaries, joint ventures and divisions, and a significant portion of its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict Goldcorp’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on Goldcorp’s valuation and stock price.

Market Price of the Corporation’s Securities

The Common Shares are listed on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”). Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, currency fluctuations and market perceptions of the attractiveness of particular industries. The price of the Common Shares are also likely to be significantly affected by short-term changes in gold, silver, copper, lead or zinc prices or in its financial condition or results of operations as reflected in its quarterly earnings reports.

As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect Goldcorp’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. Goldcorp may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

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Conflicts of Interest

Certain of the directors and officers of Goldcorp also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers involving Goldcorp will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Goldcorp and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws.

Conversion of the Notes

The conversion of some or all of the Notes may dilute the ownership interests of existing shareholders. Any sales in the public market of any of the Common Shares issuable upon such conversion could adversely affect prevailing market prices of the Common Shares. In addition, the anticipated conversion of the Notes into Common Shares or a combination of cash and Common Shares could depress the price of the Common Shares.

DIVIDENDS

During the financial year ended December 31, 2009, and the 10 months ended October 31, 2010, the Corporation paid monthly dividends to shareholders in the amount of $0.015 per Common Share. On October 27, 2010, the Corporation announced that the Board of Directors authorized an increase in the annual dividend to $0.36 per Common Share, an increase of 100%, payable as a monthly dividend of $0.03 per Common Share. The increased monthly dividend of $0.03 per Common Share commenced for shareholders of record as of November 12, 2010. On February 24, 2011, the Corporation announced an 11% increase in the annual dividend to $0.408 per Common Share. The increased monthly dividend of $0.034 per Common Share commenced for shareholders of record as of March 17, 2011, and was paid monthly until November 30, 2011. On December 5, 2011, the Corporation announced a 32% increase in the annual dividend to $0.54 per Common Share. The increased monthly dividend of $0.045 per Common Share commenced for shareholders of record as of December 16, 2011.

Although the Corporation expects to continue paying an annual cash dividend, the timing and the amount of the dividends to be paid by the Corporation will be determined by the Board of Directors from time to time based upon, among other things, cash flow, the results of operations and financial condition of the Corporation and its subsidiaries, the need for funds to finance ongoing operations, compliance with credit agreements and other instruments, and such other considerations as the Board of Directors considers relevant.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of December 31, 2011 and March 28, 2012, 809,941,169 Common Shares and 810,271,620 Common Shares were issued and outstanding, respectively. Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation, to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any election of directors may elect all directors standing for election. Holders of Common Shares are entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Corporation’s board of directors at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of the Corporation are entitled to receive on a pro-rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

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RATINGS

The following table sets out the ratings of Goldcorp’s corporate debt by the rating agencies indicated as at December 31, 2011:

Standard & Poor’s	Moody’s Investors Service	Fitch Ratings
BBB+	Baa2	BBB
stable outlook	stable outlook	stable outlook

Standard & Poor’s Ratings Services (“S&P”) credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories. S&P’s rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. The BBB rating is the fourth highest of ten major categories. According to the S&P rating system, debt securities rated BBB more subject to adverse economic conditions, however, the obligor’s capacity to meet financial commitments is adequate.

Moody’s Investors Service (“Moody’s”) credit ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality. Moody’s appends numerical modifiers 1,2 and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic category. According to Moody’s, a rating of Baa is the fourth highest of nine major categories. Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.

Fitch Ratings Ltd. (“Fitch Ratings”) credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. The ratings from AA to B may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories. The BBB rating is the fourth highest of eleven major categories. According to Fitch Ratings’ system, BBB ratings indicate good credit quality and that the expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.

Goldcorp understands that the ratings are based on, among other things, information furnished to the above ratings agencies by Goldcorp and information obtained by the ratings agencies from publicly available sources. The credit ratings given to Goldcorp’s corporate debt by the rating agencies are not recommendations to buy, hold or sell debt instruments since such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. Credit ratings are intended to provide investors with (i) an independent measure of the credit quality of an issue of securities; (ii) an indication of the likelihood of repayment for an issue of securities; and (iii) an indication of the capacity and willingness of the issuer to meet its financial obligations in accordance with the terms of those securities. Credit ratings accorded to Goldcorp’s corporate debt may not reflect the potential impact of all risks on the value of debt instruments, including risks related to market or other factors discussed in this annual information form. See also “Risk Factors”.

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TRADING PRICE AND VOLUME

Common Shares

The Common Shares are listed and posted for trading on the NYSE under the symbol “GG” and on the TSX under the symbol “G”. The following table sets forth information relating to the trading of the Common Shares on the TSX for the months indicated.

Month	High (C$)		Low (C$)		Volume
January 2011		44.78		38.99		68,652,425
February 2011		46.60		40.02		50,168,054
March 2011		49.30		44.83		56,564,719
April 2011		53.34		47.29		63,658,310
May 2011		52.62		45.30		60,827,302
June 2011		49.06		45.00		47,812,844
July 2011		53.20		45.33		54,351,683
August 2011		53.85		43.97		70,797,456
September 2011		55.93		45.25		70,544,580
October 2011		49.97		44.18		46,647,500
November 2011		54.95		47.50		53,875,251
December 2011		55.00		43.08		50,884,621

The price of the Common Shares as quoted by the TSX at the close of business on December 30, 2011 was C$45.21 and on March 28, 2012 was C$44.46.

Warrants

Prior to expiry, the Warrants were listed and posted for trading on the NYSE under the symbol “GGWS” and on the TSX under the symbol “G.WT.G”. The following table sets forth information relating to the trading of the Warrants on the TSX for the months indicated.

Month	High (C$)		Low (C$)		Volume
January 2011		3.55		1.65		868,571
February 2011		3.15		1.95		2,002,432
March 2011		4.70		2.36		4,719,759
April 2011		7.90		3.29		5,847,783
May 2011		7.19		1.65		9,024,350
June 2011 (1)		3.30		0.07		7,419,983

(1) For the period from June 1, 2011 to June 9, 2011. The Warrants expired on June 9, 2011 and were suspended from trading on the NYSE and the TSX on June 7, 2011 and June 9, 2011, respectively.

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DIRECTORS AND OFFICERS

The following table sets forth the name, province/state and country of residence, position held with the Corporation and principal occupation of each person who is a director and/or an executive officer of the Corporation.

Name, Province/State and Country of Residence	Position(s) with the Corporation	Principal Occupation
Ian W. Telfer British Columbia, Canada	Chairman of the Board and a Director (director since February 2005)	Chairman of the Board of Goldcorp
Douglas M. Holtby (1)(3) British Columbia, Canada	Vice Chairman of the Board and Lead Director (director since February 2005)	President and Chief Executive Officer of Arbutus Road Investments Inc. (a private investment company)
Charles A. Jeannes British Columbia, Canada	President, Chief Executive Officer and a Director (director since May 2009)	President and Chief Executive Officer of Goldcorp
John P. Bell (3)(4) British Columbia, Canada	Director since February 2005	Independent Director
Lawrence I. Bell (1)(2) British Columbia, Canada	Director since February 2005	Independent Director
Beverley A. Briscoe (1)(4) British Columbia, Canada	Director since April 2006	President of Briscoe Management Limited
Peter J. Dey (2)(3) Ontario, Canada	Director since June 2006	Chairman of Paradigm Capital Inc.
P. Randy Reifel (2)(4) British Columbia, Canada	Director since November 2006	President of Chesapeake Gold Corp.
A. Dan Rovig (2)(4) Nevada, United States	Director since November 2006	Independent Consultant
Blanca Treviño de Vega(5) León, Mexico	Director since February 2012	President and Chief Executive Officer of Softtek, S.A. de C.V.
Kenneth F. Williamson (1)(3) Ontario, Canada	Director since November 2006	Independent Consultant
David L. Deisley British Columbia, Canada	Executive Vice President, Corporate Affairs and General Counsel	Executive Vice President, Corporate Affairs and General Counsel of Goldcorp
Lindsay A. Hall British Columbia, Canada	Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of Goldcorp
Timo Jauristo British Columbia, Canada	Executive Vice President, Corporate Development	Executive Vice President, Corporate Development of Goldcorp
Steve P. Reid British Columbia, Canada	Executive Vice President and Chief Operating Officer	Executive Vice President and Chief Operating Officer of Goldcorp

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Name, Province/State and Country of Residence	Position(s) with the Corporation	Principal Occupation
Gerard Atkinson British Columbia, Canada	Senior Vice President, Human Resources	Senior Vice President, Human Resources of Goldcorp
George Burns Mexico, Mexico	Senior Vice President, Mexico	Senior Vice President, Mexico of Goldcorp
Paul Farrow Ontario, Canada	Senior Vice President, People and Safety	Senior Vice President, People and Safety of Goldcorp
Barry Olson Washington, United States	Senior Vice President, Project Development	Senior Vice President, Project Development of Goldcorp
Charles Ronkos Nevada, United States	Senior Vice President, Exploration	Senior Vice President, Exploration of Goldcorp
Colette Rustad British Columbia, Canada	Senior Vice President, Controller	Senior Vice President, Controller of Goldcorp
Mark A. Ruus British Columbia, Canada	Senior Vice President, Tax	Senior Vice President, Tax of Goldcorp
Cheryl A. Sedestrom Nevada, United States	Senior Vice President, Metals Marketing	Senior Vice President, Metals Marketing of Goldcorp
John Allan British Columbia, Canada	Vice President, Sustainable Development	Vice President, Sustainable Development of Goldcorp
Dina Aloi British Columbia, Canada	Vice President, Corporate Social Responsibility	Vice President, Corporate Social Responsibility of Goldcorp
Maryse Belanger British Columbia, Canada	Vice President, Technical Services	Vice President, Technical Services of Goldcorp
Brent Bergeron British Columbia, Canada	Vice President, Corporate Affairs	Vice President, Corporate Affairs of Goldcorp
Horacio Bruna Ontario, Canada	Vice President, Canada and US Operations	Vice President, Canada and US Operations of Goldcorp
Kathy Chan British Columbia, Canada	Vice President, Assistant Controller	Vice President, Assistant Controller of Goldcorp
Frank Crema British Columbia, Canada	Vice President, Treasurer	Vice President, Treasurer of Goldcorp
Salvador Garcia Mexico, Mexico	Vice President, Mexico	Vice President, Mexico of Goldcorp
Rohan Hazelton British Columbia, Canada	Vice President, Finance	Vice President, Finance of Goldcorp
Wendy Louie British Columbia, Canada	Vice President, Reporting	Vice President, Reporting of Goldcorp
Mark Olson British Columbia, Canada	Vice President, Information Technology	Vice President, Information Technology of Goldcorp

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Name, Province/State and Country of Residence	Position(s) with the Corporation	Principal Occupation
Richard Orazietti British Columbia, Canada	Vice President, Internal Audit	Vice President, Internal Audit of Goldcorp
David Parsons British Columbia, Canada	Vice President, Insurance	Vice President, Insurance of Goldcorp
Anna M. Tudela British Columbia, Canada	Vice President, Regulatory Affairs and Corporate Secretary	Vice President, Regulatory Affairs and Corporate Secretary of Goldcorp
Eduardo Villacorta Guatemala City, Guatemala	Vice President, Central and South America	Vice President, Central and South America of Goldcorp
Jeff Wilhoit British Columbia, Canada	Vice President, Investor Relations	Vice President, Investor Relations of Goldcorp

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Governance and Nominating Committee.

(4) Member of the Sustainability, Environment, Health and Safety Committee.

(5) Ms. Treviño became a director of the Corporation on February 15, 2012. Ms. Treviño is expected to be appointed to the Governance and Nominating Committee and the Sustainability, Environment, Health and Safety Committee.

The principal occupations of each of the Corporation’s directors and executive officers within the past five years are disclosed in the brief biographies set forth below.

Ian W. Telfer – Chairman of the Board and Director. Mr. Telfer was appointed Chairman of the Board of the Corporation effective November 15, 2006 and was appointed Chairman of the World Gold Council in December 2009. Prior thereto, he was President and Chief Executive Officer of the Corporation since March 17, 2005 and Chairman and Chief Executive Officer of Wheaton River Minerals Ltd. (“Wheaton River”) prior to such time since September 2001. Mr. Telfer has over 30 years experience in the precious metals business. He has served as a director and/or officer of several Canadian and international companies. Mr. Telfer is a Chartered Accountant. He holds a Bachelor of Arts degree from the University of Toronto and a Masters in Business Administration from the University of Ottawa. Mr. Telfer’s wealth of management, leadership and business skills from his professional experience described above, combined with an in-depth institutional knowledge of the Corporation’s business resulting from his prior role as President and Chief Executive Officer and extensive experience in the mining industry, provide a direct benefit to both the functionality of the Board and to Goldcorp’s shareholders. Mr. Telfer is a member of the National Association of Corporate Directors (“NACD”).

Douglas M. Holtby – Vice Chairman of the Board and Lead Director. Mr. Holtby is the Vice-Chairman of the Board and Lead Director of the Corporation. He is also President and Chief Executive Officer of three private investment companies, Arbutus Road Investments Inc., Majick Capital Inc. and Holtby Capital Corporation and Chairman of the Board of Silver Wheaton Corp. From 1974 to 1989, he was President of Allarcom Limited, from 1982 to 1989, he was President of Allarcom Pay Television Limited, from 1989 to 1996, he was President, Chief Executive Officer and a director of WIC Western International Communications Ltd. and Chairman of Canadian Satellite Communications Inc. and from 1998 to 1999, he was a Trustee of ROB.TV and CKVU. He is a Fellow Chartered Accountant. Mr. Holtby’s financial sophistication, accounting background, extensive investment and management experience, and business and strategic expertise significantly enhance the skill set of the Board and its committees. Mr. Holtby is a member of the NACD and the Institute of Corporate Directors (“ICD”).

Charles A. Jeannes – President, Chief Executive Officer and Director. Mr. Jeannes was appointed President and Chief Executive Officer of the Corporation effective January 1, 2009. He previously held the role of Executive Vice President, Corporate Development of the Corporation from November 2006 until December 2008. From 1999 until the completion of the acquisition of Glamis, he was Executive Vice President, Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome, most

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recently as Vice President of Placer Dome North America. He holds a Bachelor of Arts degree from the University of Nevada and graduated from the University of Arizona School of Law with honours in 1983. He practiced law from 1983 until 1994 and has broad experience in mining transactions, public and private financing, permitting and international regulation. Mr. Jeannes brings significant institutional knowledge of the Corporation’s business to his role as a member of the Board and as the current President and Chief Executive Officer. His business, legal and transactional background, as well as his extensive experience in the mining industry, provide a direct benefit to the Board and valuable insight into all aspect of the management of the Corporation. Mr. Jeannes is a member of the NACD.

John P. Bell – Director. Mr. John Bell is a former Canadian Ambassador to the Ivory Coast and to Brazil. Currently, he is an Honorary Consul to the Ivory Coast. He also served as High Commissioner to Malaysia from 1993 to 1996. Mr. Bell was special advisor to the Canadian Minister of Foreign Affairs and Head of the Canadian Delegation on environment issues during the lead-up to the Earth Summit in Rio de Janeiro in June 1992, and was Canada’s chief negotiator at the Earth Summit. Mr. Bell has been Chief Federal Negotiator for the Indian Affairs and has served on several not-for-profit board of directors. Mr. Bell is also an independent director of Tahoe and Taiga Building Products Ltd. He holds a Bachelor of Commerce and an Honorary Doctorate of Laws from the University of British Columbia. Mr. Bell’s background as an ambassador and extensive experience with environmental and regulatory issues in Canada and throughout the world provide to management and the Board valuable insight into the international regulatory and policy developments affecting the Corporation’s business. Mr. Bell’s depth of knowledge in matters relating to the environment and public policy add to the Board’s breadth of experience and further enhance Goldcorp’s ability to improve and build upon the Corporation’s environmental and corporate social responsibility policies and activities. Mr. Bell is a member of the NACD and the ICD.

Lawrence I. Bell – Director. Mr. Lawrence Bell served as the non-executive Chairman of British Columbia Hydro and Power Authority until December 2007. From August 2001 to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority and, from 1987 to 1991, he was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority. He is also a director of Capstone Mining Corp., International Forest Products Limited, Matrix Asset Management Inc. and Silver Wheaton Corp. and is former Chairman of the University of British Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit) Project. Prior to these positions, Mr. Bell was Chairman and President of the Westar Group and Chief Executive Officer of Vancouver City Savings Credit Union. In the province’s public sector, Mr. Bell has served as Deputy Minister of Finance and Secretary to the Treasury Board. He holds a Bachelor of Arts degree and an Honours Ph.D. from the University of British Columbia. He also holds a Masters of Arts degree from San José State University. The Board benefits from Mr. Bell’s extensive financial expertise, his public company experience, his public sector service and experience, and his knowledge of public policy issues. Mr. Bell is a member of the NACD.

Beverley A. Briscoe – Director. Ms. Briscoe has been President of Briscoe Management Limited since 2004. From 2003 to 2007, she was Chair of the Industry Training Authority for BC, from 1997 to 2004, she was President and owner of Hiway Refrigeration Limited, from 1994 to 1997, she was Vice President and General Manager of Wajax Industries Limited, from 1989 to 1994, she was Vice President, Finance of Rivtow Group of Companies and, from 1983 to 1989, she was Chief Financial Officer of various operating divisions of The Jim Pattison Group. Ms. Briscoe is currently a director of Ritchie Bros. Auctioneers Incorporated. She is a Fellow Chartered Accountant. She holds a Bachelor of Commerce degree from the University of British Columbia. Ms. Briscoe brings an important range of extensive and diverse financial, accounting and business experience to the Board. In addition, Ms. Briscoe’s experience managing financial and reporting matters benefit the Corporation with respect to the issues overseen by the Corporation’s Audit Committee. Ms. Briscoe is a member of the NACD. On March 2, 2011, Ms. Briscoe received the Lifetime Achievement Award at the 12^th Annual Influential Women in Business Awards and on May 30, 2012, Ms. Briscoe will be presented with the Institute of Corporate Directors 2012 ICD Fellowship Award.

Peter J. Dey – Director. Mr. Dey is a well known senior corporate executive and an experienced corporate director. He is Chairman of Paradigm Capital Inc., an independent investment dealer. He is also a director of MI Developments, Inc., Enablence Technologies Inc. and Coventree Inc. He is a former Chairman of the Ontario Securities Commission and former Chairman of Morgan Stanley Canada, and he was a Senior Partner of Osler, Hoskin & Harcourt LLP. In 1994, he chaired the Toronto Stock Exchange Committee on Corporate Governance,

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and has since been involved with developing global corporate governance standards as Chairman of the Private Sector Advisory Group of the Global Corporate Governance Forum. He holds a Masters of Laws degree from Harvard University, a Bachelor of Laws degree from Dalhousie University and a Bachelor of Science degree from Queen’s University. Mr. Dey’s intimate familiarity with all aspects of capital markets, financial transactions and domestic and international markets, provides value and informed perspective to management and the Board. His legal experience and work with the Toronto Stock Exchange and other forums also provides the Corporation with a significant and enhanced perspective on governance issues. Mr. Dey is a member of the NACD.

P. Randy Reifel – Director. Mr. Reifel is President and a director of Chesapeake Gold Corp. that explores for precious metals in Mexico and Central America. Mr. Reifel was appointed to the Board in November 2006. Prior thereto, he had been a director of Glamis since June 2002 following the acquisition of Francisco Gold Corp. In 1993, Mr. Reifel founded and served as President and a director of Francisco Gold Corp. which discovered the El Sauzal gold deposit in Mexico and the Marlin gold deposit in Guatemala. Mr. Reifel holds a Bachelor of Commerce degree and a Masters of Science degree in Business Administration from the University of British Columbia. Mr. Reifel’s extensive experience in the mining industry, coupled with his background in precious metals exploration and project development, combine to provide valuable industry insight and perspective to both the Board and management. Mr. Reifel is a member of the NACD.

A. Dan Rovig – Director. Mr. Rovig was appointed to the Board in November 2006. Prior thereto, he had been a director and Chairman of the Board of Glamis since November 1998. Before his appointment as Chairman, Mr. Rovig served first as President of Glamis from September 1988 until his appointment as a director and the President and Chief Executive Officer of Glamis and its subsidiaries from November 1989 to August 1997 when he retired. Prior to 1988, Mr. Rovig was an executive officer of British Petroleum Ltd., including its subsidiaries Amselco Minerals Inc. and BP Minerals America for five years. He holds a Bachelor of Science in Mining Engineering, a Masters of Science in Mineral Dressing Engineering from Montana College of Mineral Science and Technology and a Doctor of Science (honoris causa) from Montana Tech of the University of Montana. He is also a registered member of the Society for Mining, Metallurgy and Exploration, and the Geological Society of Nevada. In 2008, Mr. Rovig was recognized as a Legion of Honor Member by the Society of Mining, Metallurgy and Exploration. In December 2001, he was elected to the American Mining Hall of Fame and in May 1995 he received the Gold Medallion Award at Montana Tech of the University of Montana. Mr. Rovig’s extensive experience and recognized standing in the mining industry, as well as his significant operations and management experience and in-depth technical knowledge of Goldcorp’s mining operations, provides valuable insight and perspective to both the Board and management. Mr. Rovig is a member of the NACD.

Blanca Treviño de Vega – Director. Ms. Treviño is currently President and Chief Executive Officer of Softtek, S.A. de C.V. (also known as Softtek, S.A. de C.V) (“Softek”). Under her leadership, Softtek has become a leading information technology services company in Latin America. As President, Ms. Treviño has positioned Softtek as a key part of Mexico, opening its doors to the United States as a provider of information & technology services (“IT”) services. This shaped what is known today as Nearshore, Softtek’s trademarked delivery model, and a term widely used in the industry to define outsourcing services provided by countries within close proximity. Throughout her 25-year career, Ms. Treviño has gained international recognition as a promoter of the IT services industry in and from emerging countries. To help increase the participation of Latin America in the IT field, Ms. Treviño has collaborated with various governments in the early strategies of development. Ms. Treviño has been on the Board of Directors for Wal-Mart de Mexico SAB De CV since 2006, and has been a board member for several universities and nonprofit organizations. She has also been a frequent presenter in national and international forums related to entrepreneurialism, information technology and the role of women in business. She has participated in forums at the World Bank, Inter-American Development Bank, Kellogg School of Management, Harvard Business School and London Business School. Beyond the IT industry, she is identified by several media publications as one of the most influential executives in Mexico and Latin America. Her experience and contribution as a business woman were recently honored by Endeavor, organization with presence in 12 countries that promote the emerging and development of new entrepreneurs, which during their “Gala 2011” gave her a recognition for her experience as an entrepreneur. Ms. Treviño was also the first woman to be inducted into the prestigious IAOP (International Association of Outsourcing Providers) Outsourcing Hall of Fame and has been named one of the Top 25 Businesswomen by The Latin Business Chronicle, and a Rising Star on Fortune’s list of the 50 Most Powerful Women, among other accolades. Originally from Monterrey, Mexico, Ms. Treviño studied Computer Science at the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM). Ms. Treviño’s significant experience in the IT

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industry, coupled with her experience as an entrepreneur bring important insight to both the Board and management. Ms. Treviño is a member of the NACD.

Kenneth F. Williamson – Director. Mr. Williamson was appointed to the Board in November 2006. Prior thereto, he had been a director of Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United States and Europe. Mr. Williamson is a director of a number of companies in the natural resource sector. He holds a Bachelor of Applied Science (P.Eng.) degree from the University of Toronto and a Masters in Business Administration from the University of Western Ontario. Mr. Williamson’s experience in the investment banking and natural resources industries, in both domestic and international markets, combined with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition, Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the NACD.

David L. Deisley – Executive Vice President, Corporate Affairs and General Counsel. Mr. Deisley joined Goldcorp in September 2007 as Vice President, General Counsel. On July 8, 2010, Mr. Deisley was appointed Executive Vice President, Corporate Affairs and General Counsel of Goldcorp. Previously, he served as regional general counsel for Barrick Gold Corporation’s North America Region in Salt Lake City, Utah. Mr. Deisley was also based in Santiago, Chile for three years working with Barrick on its Pascua Lama and Veladero projects. Prior to joining Barrick, he was a shareholder at Parsons Behle & Latimer where he served as a member and chair of the firm’s Natural Resources practice. He obtained his Juris Doctor from the University of Utah College of Law and his Bachelor of Arts from Brown University. Mr. Deisley has over 25 years experience in the mining industry in North and South America.

Lindsay A. Hall – Executive Vice President and Chief Financial Officer. Mr. Hall was appointed Executive Vice President and Chief Financial Officer of Goldcorp on April 19, 2006. Mr. Hall is a Chartered Accountant with extensive experience in senior financial positions in the energy industry. He has held a series of progressively senior positions at various major business units of Duke Energy Corporation, culminating in the role of Vice President and Treasurer. Mr. Hall also previously held the position of Vice President, Finance, for Westcoast Energy until it was acquired by Duke Energy Corporation. Mr. Hall has a Bachelor of Arts in Economics and a Bachelor of Commerce (Honours) from the University of Manitoba.

Timo Jauristo – Executive Vice President, Corporate Development. Mr. Jauristo was appointed Vice President, Corporate Development of the Corporation effective June 16, 2009. On July 8, 2010, Mr. Jauristo was appointed Executive Vice President, Corporate Development of Goldcorp. Mr. Jauristo is a geologist with over 30 years of international experience in the mining industry in gold, base metals and uranium. He spent 15 years with Placer Dome in various operating and corporate roles in exploration in Australia and Asia and in business development. Mr. Jauristo served as the General Manager Corporate Development at Placer Dome from August 1997 to June 2005. Mr. Jauristo was involved in numerous merger and acquisition transactions in many of the major gold producing regions of the world. Between leaving Placer Dome in 2005 and joining Goldcorp in 2009, Mr. Jauristo was the Chief Executive Officer of Zincore Metals Inc. from November 2006 to May 2009 and was the Chief Executive Officer of Southwestern Resources Corp. from September 2007 to May 2009, both junior mining companies with exploration and development assets mostly in Peru.

Steve P. Reid – Executive Vice President and Chief Operating Officer. Mr. Reid was appointed Chief Operating Officer of the Corporation effective January 1, 2007 and, prior thereto, Executive Vice President, Canada and USA effective concurrently with the completion of the acquisition of Placer Dome (CLA) Limited. Mr. Reid is a mining engineer with 35 years of extensive international experience in both the operating and business aspects of the mining industry. Prior to joining Goldcorp, he worked for Placer Dome as the Country Manager for the Canadian operations. He spent a total of 13 years working for Placer Dome, holding numerous corporate, mine management and operating roles worldwide. Mr. Reid has also worked in leadership positions for Kingsgate Consolidated and Newcrest Mining Limited, where he was responsible for running operations throughout Asia and Australia.

Gerard Atkinson – Senior Vice President, Human Resources. Mr. Atkinson joined the Corporation in May 2006 and was appointed Vice President, Human Resources, Corporate and Canada of the Corporation effective

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May 2, 2007. On July 8, 2010, Mr. Atkinson was appointed Senior Vice President, Human Resources of Goldcorp. Mr. Atkinson has 20 years experience in senior human resources roles in the mining industry and in the oil and gas industry with Duke Energy Gas Transmission and Trans Canada Pipelines. Mr. Atkinson holds a Bachelor of Commerce degree from the University of Durham in England.

George Burns – Senior Vice President, Mexico. Mr. Burns was appointed Senior Vice President, Mexico on April 1, 2011 from his prior position as Senior Vice President, Canada and United States of the Corporation. Mr. Burns joined Goldcorp on August 8, 2007 and has over 33 years of experience in the mineral sector, including executive, operations, development and engineering leadership roles in gold, copper and coal operations. Prior to joining the Corporation, Mr. Burns was Vice President and Chief Operating Officer of Centerra Gold Inc. Mr. Burns served in various capacities for Asarco, including Vice President of Mining as well as numerous capacities for Cyprus Minerals Corporation and he began his career with the Anaconda Company in 1978. Mr. Burns received a Bachelor of Science degree in Mining Engineering from the Montana College of Mineral Science and Technology in 1982.

Paul Farrow – Senior Vice President, People and Safety. Mr. Farrow joined Goldcorp as Director of Safety in 2007. He was previously Vice President, Safety and Health and on February 15, 2012, he was appointed to Senior Vice President, People and Safety. Prior to joining Goldcorp, Mr. Farrow was a principal with Environmental Resources Management in Toronto (since 2003). From 2000 to September, 2003, Mr. Farrow was President at Hunter Jordan Associates. He has over 25 years experience in the safety, health and environmental fields as well as a background in management consulting.

Barry Olson – Senior Vice President, Project Development. Mr. Olson was appointed Vice President, Project Development on October 30, 2008. On July 8, 2010, Mr. Olson was appointed Senior Vice President, Project Development of Goldcorp. Prior thereto, he served as the Vice President, Chief Operating Officer, Luismin, Mexico from May 2007 to October 2008. From August 2006 until the completion of the acquisition of Glamis, Mr. Olson was Vice President, Director, Mexican Operations of Glamis. Prior to joining Glamis, from 2001 to August 2006, Mr. Olson was Vice President, General Manager for Coeur d’Alene Mines Corp. at its Rochester mine and Senior Vice President, Operations for mines in Chile and Argentina. Mr. Olson has extensive experience in design, construction and managing mines in Nevada, California, Chile and Argentina. Mr. Olson has a Bachelor of Science degree in Metallurgical Engineering and a Masters of Science degree in Mining Engineering from the University of Idaho.

Charles Ronkos – Senior Vice President, Exploration. Mr. Ronkos was appointed Vice President, Exploration of the Corporation effective January 1, 2007. On July 8, 2010, Mr. Ronkos was appointed Senior Vice President, Exploration of Goldcorp. From 1999 until the completion of the acquisition of Glamis, Mr. Ronkos worked most recently as Vice President, Exploration of Glamis. He was employed with Glamis since 1992, seven of those years with Rayrock Resources Inc. prior to its acquisition by Glamis. He holds a Bachelor of Arts degree from the Wittenberg University and graduated from the University of Nevada with a Master of Science degree in 1981. His 32 year career includes assignments with Rio Algom, Battle Mountain Gold, Pegasus, Hecla and Cordex.

Colette Rustad – Senior Vice President, Corporate Controller. Ms. Rustad was appointed Vice President, Corporate Controller of the Corporation effective May 2, 2007. On July 8, 2010, Ms. Rustad was appointed Senior Vice President, Corporate Controller of Goldcorp. Ms. Rustad has over 20 years experience as an international finance professional in the mining/resource/finance industries. During her 11 year tenure at Placer Dome, she held senior leadership positions that included Vice President, Chief Financial Officer, Africa, based in Johannesburg; Director, Global Audit Services and Treasurer, North America. During her eight year tenure at Ernst & Young, Toronto, she specialized in both audit and tax in the financial institution and resources industries. She is a member of the Institute of Chartered Accountants of Ontario and British Columbia; completed the Advanced Management Program, the Wharton Business School, at the University of Pennsylvania; and has a Bachelor of Commerce degree from the University of Calgary.

Mark A. Ruus – Senior Vice President, Tax. Mr. Ruus was appointed Vice President, Tax of the Corporation effective November 15, 2006, having joined the Corporation in July 2006. On July 8, 2010, Mr. Ruus was appointed Senior Vice President, Tax of Goldcorp. He is responsible for global tax planning, tax-related support of corporate development and finance activities and tax compliance. Before joining the Corporation, Mr.

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Ruus was Vice President, Taxation for Placer Dome where he played leading tax roles for ten years. Prior to this he spent 14 years with Price Waterhouse (pre-merger with Coopers & Lybrand) servicing primarily international resource companies. Mr. Ruus is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Calgary.

Cheryl A. Sedestrom – Senior Vice President, Metals Marketing. Ms. Sedestrom was appointed Senior Vice President, Metals Marketing of Goldcorp on July 8, 2010. From May 2008 to July 2010 she served as Vice President, Metals Marketing and prior to that as Vice President, Risk Management from January 1, 2007 to May, 2008. From 2000 until the completion of the acquisition of Glamis, Ms. Sedestrom served as Vice President, Finance, Chief Financial Officer and Treasurer of Glamis. Ms. Sedestrom has over 25 years of experience in the mining and financial industries with Glamis and Goldman Sachs & Co., including the J. Aron commodity-trading division. Ms. Sedestrom is a Certified Public Accountant and holds a M.B.A. in accounting as well as a B.A. in political science, both from the University of Michigan.

John Allan – Vice President, Sustainable Development. Mr. Allan was appointed Vice President, Sustainable Development of the Corporation effective March 7, 2007. Mr. Allan is an environmental scientist with 32 years experience in various environmental roles in the mining industry. Prior to joining the Corporation, he held the position of Group Manager, Environment with Newcrest Mining Limited for a period of eight years. He has held senior environmental roles with RGC Limited and Rio Tinto, being responsible for environmental performance of operations in Australia, South East Asia and North America.

Dina Aloi – Vice President, Corporate Social Responsibility. Ms. Aloi was appointed Vice President, Corporate Social Responsibility of the Corporation effective March 16, 2009. Prior to joining Goldcorp, Ms. Aloi was the Global Director of the Social Impact Management practice at Hatch Ltd., a major engineering consulting firm since January 2006. From January 2005 to January 2006, Ms. Aloi was an independent international development consultant, following 15 years of service with non-governmental organizations focused on development, war zones, displaced populations and child soldiers. Ms. Aloi holds a Bachelor of Arts in Rural Sociology from Cornell University, a Master of Arts in Social Anthropology and a Graduate Diploma in Refugee and Migration Studies from York University.

Maryse Belanger – Vice President, Technical Services. Ms. Belanger was appointed Vice President, Technical Services on October 26, 2011. Prior to that, she served as Director, Technical Services from October 2009 to October 2011. She has more than 25 years experience in the mining industry, which includes all aspects of geostatistics, mine planning, mining operations, managing technical services teams, preparing pre-feasibility and feasibility studies, implementing best practices and corporate standards and providing oversight to corporate development activities. Prior to joining Goldcorp, Ms. Belanger was Director, Technical Services for Kinross Gold Corporation from October 2003 to October 2009.

Brent Bergeron – Vice President, Corporate Affairs. Mr. Bergeron has 20 years of international and government relations experience in many sectors such as government software, broadcasting, telecommunications and utilities. From June 2009 April until October 2010, Mr. Bergeron was employed by Harris Computer Systems Inc., the Advanced Utility Division, as Vice President of Business and Strategic Development. Prior to this position, Mr. Bergeron held progressively senior positions at various companies in Canada and Mexico where he was responsible for government relation and business development activities in Latin America, Africa, Europe and Asia. Mr. Bergeron has a Bachelor of Arts (Economics) and Master of Arts (Economics) degree from Carleton University.

Horacio Bruna – Vice President, Canada and US Operations. Mr. Bruna was appointed Vice President, Canada and US Operations on April 1, 2011. Mr. Bruna is a Civil Mining Engineer with 36 years’ experience in the mining sector, managing copper and gold mines in the exploration, development and operational stages in Chile, Mexico, Spain and Canada. Mr. Bruna was initially involved in the Collahuasi and Quebrada Blanca projects in Chile from 1979 to 1992 as Resident Manager working for Falconbridge Canada, and in 1992 he was the Special Projects Superintendant at Kidd Creek Mines in Northern Ontario. From 1993 to 1994, Mr. Bruna was the Chief of Operations at the Asnalcollar Mine in Spain. From 1997 to 2006 he served as the General Manager for Antofagasta Minerals PLC of the Michilla copper mine. Mr. Bruna joined Goldcorp in 2006 as the manager of the La Coipa gold mine in northern Chile. From January 2008 to February 2008 he was the Mine Manager at the Nuckay mine in

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Guerro, Mexico. Mr. Bruna served as the Chief Operating Officer of the Mexican operations for the corporation from October 2008 to September 2010. Mr. Bruna has a Civil Mining Engineer degree from the University of Chile.

Kathy Chan – Vice President, Assistant Controller. Ms. Chan was appointed Vice President, Assistant Controller of the Corporation effective May 19, 2010. Prior to joining the Corporation, Ms. Chan was employed by Impact Financial Management Inc. and provided financial and management consulting services in the capacity of controller and corporate secretary for several resource companies including Gold Wheaton Gold Corp. (TSX), Calyjeso Uranium Corp., Thor Exploration Ltd., and Cap-Link Ventures Ltd. (listed on the TSX Venture Exchange) from February 2007 to April 2010. From July 2006 to February 2007, Ms. Chan served as the Senior Manager of Financial Reporting with the British Columbia Transmission Corporation. Over a period of eleven years, Ms. Chan has held various financial reporting positions at Duke Energy Gas Transmission (formerly Westcoast Energy Inc.), ultimately as Director of Financial reporting. Ms. Chan is a Chartered Accountant and holds a Bachelor of Business Administration from Simon Fraser University.

Frank Crema – Vice President, Treasurer. Mr. Crema was appointed Vice President, Treasurer of the Corporation effective April 28, 2010. He has over twenty years experience as an accountant and international finance professional in the mining industry. Mr. Crema joined Goldcorp’s finance department on May 15, 2006 as its Assistant Treasurer. During his eighteen year career with Placer Dome, he held various accounting positions within the parent company. This time was followed by a number of treasury positions of increasing responsibility over the last twelve years with two Placer Dome subsidiaries culminating with the position of Senior Treasury Analyst with the parent company. Mr. Crema is a member of Certified General Accountants of British Columbia (1986) and a graduate of the University of British Columbia Commerce undergraduate program (1982).

Salvador Garcia – Vice President, Mexico. Mr. Garcia was appointed Vice President, Mexico on May 20, 2008. Since February 2007 he has held the role as Director of Goldcorp Mexico and was Director General for the Mexico region until May 2008. Mr. Garcia has held several positions at Luismin since 1986, including Mine Supervisor at San Dimas District, Mine Superintendent, Assistant Manager, and San Dimas Manager. Prior to this, he worked as Chief Mine Production in San Martin gold mine, Zacatecas for Industrial Minera Mexico (Grupo Mexico) until 1985. He received his Bachelor of Science in Mining Engineering from the University of Guanajuato in 1978. Mr. Garcia is a member of the Mexican Mining Engineers, Metallurgists and Geologists Association and a member of the Board of the Mexican Mining Chamber and the Chairman for the Mining Task Force of the Canadian Chamber of Commerce in Mexico.

Rohan Hazelton – Vice President, Finance. Mr. Hazelton was appointed Vice President, Finance of the Corporation effective November 15, 2006 and, prior thereto, he was Corporate Controller of the Corporation since March 17, 2005. Mr. Hazelton joined Wheaton in November 2002 and became Corporate Controller of Wheaton in October 2004. Prior to joining Wheaton, he worked at Arthur Andersen. He is a Chartered Accountant and holds a Bachelor of Arts degree in math and economics from Harvard University.

Wendy Louie – Vice President, Reporting. Ms. Louie served as Vice President, Controller of the Corporation from November 15, 2006 to May, 2007 and as Vice President, Assistant Controller from May 3, 2007 to May, 2010, when she was appointed Vice President, Reporting. Prior to joining the Corporation, from May 2003 to May 2006, she was a Senior Tax Manager at Ernst & Young, and prior thereto, over a period of nine years, held various financial reporting positions at Duke Energy Gas Transmission (formerly Westcoast Energy Inc.), ultimately as Director of Corporate Accounting. Ms. Louie is a Chartered Accountant and holds a Bachelor of Commerce from University of British Columbia.

Mark Olson – Vice President, Information Technology. Mr. Olson joined the Corporation in March 2006 and was appointed Vice President, Information Technology of the Corporation effective May 2, 2007. Mr. Olson is responsible for providing strategic direction, guidance and leadership in the area of information technology to all of Goldcorp’s operations. Prior to joining the Corporation, he spent seven years with Deloitte & Touche LLP in an information technology consulting role, and ten years with Teck Cominco Limited as a mine controller where his responsibilities included information technology at specific mine sites.

Richard Orazietti – Vice President, Internal Audit. Mr. Orazietti joined Goldcorp on January 16, 2012 and was appointed Vice President, Internal Audit effective February 15, 2012. Prior to Goldcorp, Mr. Orazietti was

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Vice President of Finance at BCE Inc., Canada’s largest communications company where he led the financial management of various operating divisions including most recently, its residential services business. Prior to joining BCE Inc. in December 2004, he was Director, Operational Finance at 360networks Corp, a North American telecommunications provider, where he held several increasingly senior roles in Finance and was a key member of the management team involved in the sale of the 360networks Canadian operations to BCE Inc. He brings to the company extensive experience in financial and operational management, business planning, mergers and acquisitions and restructuring. Mr. Orazietti is a Chartered Accountant in British Columbia and holds a Bachelor of Business Administration from Simon Fraser University.

David Parsons – Vice President, Insurance. Mr. Parsons is currently Vice President, Insurance of the Corporation. Prior to such appointment in 2010, from October 2004 to 2010, he was Director, Corporate Services and Financial Analysis. Since 2001, he was employed by Wheaton River and served as Controller until October 2004. Mr. Parsons was directly involved in the acquisitions by Wheaton River and the subsequent merger with Goldcorp in 2005. He holds a Bachelor of Arts degree from the University of British Columbia and is a Certified General Accountant with over 25 years experience in the gold mining industry, having served in the roles of Controller, Chief Financial Officer and Director of public companies.

Anna M. Tudela – Vice President, Regulatory Affairs and Corporate Secretary. Ms. Tudela was appointed Vice President, Regulatory Affairs on May 20, 2008. Prior thereto, she served as Director, Regulatory Compliance from August 2007 to May 2008, was appointed Corporate Secretary on May 2, 2007 and served as Director, Legal and Assistant Corporate Secretary from August 15, 2005 to May 2, 2007. Ms. Tudela has more than 20 years of experience in the securities and corporate finance areas. She is a member of the Member of the Canadian Society of Corporate Secretaries, the Institute of Corporate Directors, the British Columbia and Yukon Chamber of Mines, Forum for Women Entrepreneurs BC, the Rocky Mountain Mineral Foundation and a member of Women on Board. Prior to joining Goldcorp, Ms. Tudela worked in the Securities and Corporate Finance Department of Davis LLP. Ms. Tudela was Corporate Secretary of Diamond Fields Resources Inc. from 1995 to 1996 and Director, Legal and Assistant Corporate Secretary of Silver Wheaton from July 2005 to October 2007.

Eduardo Villacorta – Vice President, Central and South America. Mr. Villacorta was appointed Vice President, Central and South America effective December 1, 2009. Mr. Villacorta has been involved with Goldcorp’s Central American businesses at Marlin, the San Martín gold mine and Cerro Blanco for more than nine years. He went to law school at the National University of Honduras, with an emphasis on corporate law and has taken several training programs on management and negotiations. As a member of Abogados y Asesores Corporativos S.A.C., a law firm in Honduras, he worked for several mining companies in the country, one of them being Glamis which he joined in 2001 as General Manager of the San Martín gold mine. Prior to his current position, Mr. Villacorta was the Executive Director for the region

Jeffrey Wilhoit – Vice President, Investor Relations. Mr. Wilhoit was appointed Vice President, Investor Relations of the Corporation effective January 1, 2007. From November 2005 until the completion of the acquisition of Glamis, Mr. Wilhoit served as Director, Investor Relations of Glamis. Prior thereto, from November 1996 to November 2005, Mr. Wilhoit served as Vice President of the Financial Relations Board, an investor relations consulting company based in Chicago, Illinois.

Directors are elected at each annual meeting of Goldcorp’s shareholders and serve as such until the next annual meeting or until their successors are elected or appointed.

As at March 28, 2012, the directors and executive officers of Goldcorp, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 5,460,068 Common Shares, representing less than one percent of the total number of Common Shares outstanding before giving effect to the exercise of options or warrants to purchase Common Shares held by such directors and executive officers. The statement as to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers of Goldcorp as a group is based upon information furnished by the directors and executive officers.

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Cease Trade Orders, Bankruptcies, Penalties and Sanctions

No director or executive officer of the Corporation is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to affect materially control of the Corporation, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Peter J. Dey, who ceased to be a director of the Chicago Sun Times in 2008, prior to the Chicago Sun Times filing for Chapter 11 Bankruptcy on March 31, 2009; or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

To the best of Goldcorp’s knowledge, and other than as disclosed in this annual information form, there are no known existing or potential conflicts of interest between Goldcorp and any director or officer of Goldcorp, except that certain of the directors and officers serve as directors and officers of other public companies, specifically Silver Wheaton, Tahoe and Primero, and therefore it is possible that a conflict may arise between their duties as a director or officer of Goldcorp and their duties as a director or officer of such other companies. See “Risk Factors — Conflicts of Interest”.

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

On January 13, 2010, the Corporation received a statement of claim filed by Barrick in the Ontario Superior Court of Justice, against the Corporation, New Gold, and their affiliated subsidiaries, relating to the exercise of the right of first refusal by a New Gold subsidiary in respect of Xstrata Chile’s interest in the El Morro Project, as described above under the heading “General Development of the Business – Acquisition of 70% Interest in El Morro Project”. Among the relief requested by Barrick is that the El Morro Project be held in trust for the benefit of Barrick. On February 26, 2010, Barrick delivered a motion seeking leave to amend its statement of claim to add Xstrata Chile, Xstrata Canada and El Morro as defendants. In the amended statement of claim, Barrick asserted additional claims against Xstrata Chile for breach of the Barrick sale agreement and breach of the duty of good faith in the performance of its contractual obligations and added Xstrata Canada as a defendant to the previously stated tort claims. All parties subsequently agreed to have all claims related to the acquisition of the Xstrata interest heard by the Ontario Courts, including the Supreme Court of Canada. The trial of the liability issues occurred in June 2011. Evidence regarding potential damages was heard in October 2011. Written arguments were presented by the parties in December 2011 and January 2012 and final oral arguments were heard by the Court at the end of January and beginning of February 2012. The matter has been submitted to the Court for decision, the timing of which is at the discretion of the Court. Goldcorp is confident that it has acted lawfully and appropriately in all aspects of this transaction and defended itself against the claim.

In addition to the litigation brought by Barrick described above, the Corporation is, from time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of business. The Corporation cannot reasonably predict the likelihood or outcome of these actions. Goldcorp does not believe that adverse decisions in any other pending or threatened proceedings related to any matter, or any amount which may be required to be paid by reason therein, will have a material effect on the financial condition or future results of operations of the Corporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described below and elsewhere in this annual information form, since January 1, 2009, no director, executive officer or 10% shareholder of the Corporation or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction that has materially affected or will materially affect the Corporation or any of its subsidiaries.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares in Canada is CIBC Mellon Trust Company at its principal offices in Vancouver, British Columbia and Toronto, Ontario. The co-transfer agent and registrar for the Common Shares in the United States is Mellon Investor Services LLC at its principal offices in Jersey City, New Jersey.

MATERIAL CONTRACTS

The only material contracts entered into by the Corporation within the financial year ended December 31, 2011 or before such time that is still in effect, other than in the ordinary course of business, is the purchase agreement dated June 1, 2009 between the Corporation and J.P. Morgan Securities Inc., as representative of several initial purchasers, in connection with the sale of the Notes, available under the Corporation’s profile at www.sedar.com.

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INTERESTS OF EXPERTS

The following are the technical reports prepared in accordance with NI 43-101 from which certain technical information relating to the Corporation’s mineral projects on a property material to the Corporation contained in this annual information form has been derived:

1. Red Lake Gold Mines – Stephane Blais, P.Eng., Technical Services Manager, Red Lake Gold Mines, Chris Osiowy, P.Geo., Manager of Exploration, Red Lake Gold Mines, and Ian Glazier, P. Eng., Processing Manager, Red Lake Gold Mines, prepared a technical report in accordance with NI 43-101 entitled “Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report” dated March 14, 2011, as amended March 30, 2011.

2. Éléonore Project – Carl Michaud, Eng., Chief Engineer, Éléonore Project, Andy Fortin, Eng., Manager, Process and Surface Operations, Éléonore Project, Jacques Simoneau, P. Geo., Director, Exploration, Éléonore Project, Eric Chen, P.Geo., Superintendant of Long Range Planning & Modelling, Peñasquito Mine (then, Manager of Mineral Resources, Goldcorp), and Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled “Éléonore Gold Project Quebec, Canada NI 43-101 Technical Report” that has an effective date of January 26, 2012.

3. Peñasquito Mine – Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, Peter Nahan, AusIMM., Senior Evaluation Engineer, Goldcorp, and Maryse Belanger, P.Geo., Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled “Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report” dated March 21, 2011.

4. Marlin Mine – Andrew S. Tripp, P.Eng., Chief Engineer, Marlin Mine, prepared a technical report in accordance with NI 43-101 entitled “Goldcorp Inc., Marlin Gold Operation, Guatemala, NI 43-101 Technical Report” dated March 21, 2011.

5. Pueblo Viejo Project – Robbert Borst, C.Eng., Associate Principal Mining Engineer, RPA, Chester Moore, P.Eng., Principal Geologist, RPA and André Villeneuve, P.Eng., Associate Metallurgist, RPA prepared a technical report in accordance with NI 43-101 entitled “Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic” dated March 16, 2012.

6. Cerro Negro Project – Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, and Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled “Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report on Updated Feasibility Study” dated April 5, 2011.

Each of these technical reports is available on SEDAR at www.sedar.com and a summary of each of these technical reports is contained in this annual information form under “Description of the Business – Mineral Properties”. The authors of the technical reports have reviewed and approved the summaries of their respective technical reports contained in this annual information form.

All scientific and technical information in this annual information form relating to any updates to the Red Lake Gold Mines, the Peñasquito Mine and the Cerro Negro Project since the date of the respective technical reports, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the respective technical reports who are qualified persons under NI 43-101. All scientific and technical information in this annual information form relating to any updates to the Marlin Mine since the date of the Marlin Report, other than the Mineral Reserve and Mineral Resource estimates has been reviewed and approved by Christian Ardiles, Eng., Reserve Engineer, Marlin Mine, who is a qualified person under NI 43-101.

All Mineral Reserves, Ore Reserves and Mineral Resources estimates as at December 31, 2011 included in this annual information form, other than the Mineral Reserve and Mineral Resource estimates for the Pueblo Viejo Project, have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, a qualified person under NI 43-101. The Mineral Reserve estimates for the Pueblo Viejo Project as at December 31, 2011 included in this annual information form have been reviewed and approved by Robbert Borst,

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C.Eng., Associate Principal Mining Engineer, RPA, and the Mineral Resource estimates for the Pueblo Viejo Project as at December 31, 2011 included in this annual information form have been reviewed and approved by Chester Moore, P.Eng., Principal Geologist, RPA, each of whom is a qualified person under NI 43-101.

Each of the aforementioned firms or persons held less than one percent of the outstanding securities of the Corporation or of any associate or affiliate of the Corporation when they prepared the technical reports referred to above or following the preparation of such technical reports. None of the aforementioned firms or persons received any direct or indirect interest in any securities of the Corporation or of any associate or affiliate of the Corporation in connection with the preparation of such technical reports.

None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation, other than Stephane Blais, Chris Osiowy, Ian Glazier, Carl Michaud, Jacques Simoneau, Andy Fortin, Eric Chen, Guillermo Pareja, Peter Nahan, Maryse Belanger, Andrew S. Tripp, Christian Ardiles and Sophie Bergeron who are each currently employed by Goldcorp or one of its subsidiaries.

Deloitte & Touche LLP (“Deloitte”) is the independent registered chartered accountants of the Corporation and is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

AUDIT COMMITTEE

The Corporation’s Audit Committee is responsible for monitoring the Corporation’s systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of the Corporation’s external auditors. The Audit Committee is also responsible for reviewing the Corporation’s annual audited consolidated financial statements, unaudited interim consolidated financial statements and management’s discussion and analysis of financial results of operations for both annual and interim consolidated financial statements and review of related operations prior to their approval by the full board of directors of the Corporation.

The Audit Committee’s charter sets out its responsibilities and duties, qualifications for membership, procedures for committee member removal and appointments and reporting to the Corporation’s board of directors. A copy of the charter is attached hereto as Schedule “A”.

The members of the Corporation’s current Audit Committee are Beverley A. Briscoe (Chair), Lawrence I. Bell, Douglas Holtby and Kenneth F. Williamson. Each of Ms. Briscoe and Messrs. Bell, Holtby and Williamson are independent and financially literate within the meaning of Multilateral Instrument 52-110 Audit Committees (“MI 52-110”). In addition to being independent directors as described above, all members of the Audit Committee must meet an additional “independence” test under MI 52-110 in that their directors’ fees are the only compensation they, or their firms, receive from the Corporation and that they are not affiliated with the Corporation. The meaning of independence under MI 52-110 is set out in Schedule “A” to the Audit Committee’s charter.

The Audit Committee met four times in 2011. Each of Beverley A. Briscoe (Chair), Lawrence I. Bell, Douglas M. Holtby and Kenneth F. Williamson were present at all four meetings.

Relevant Education and Experience

Set out below is a description of the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member:

Beverley A. Briscoe – Director. Ms. Briscoe has been President of Briscoe Management Limited since 2004. From 2003 to 2007, she was Chair of the Industry Training Authority for BC, from 1997 to 2004, she was President and owner of Hiway Refrigeration Limited, from 1994 to 1997, she was Vice President and General Manager of Wajax Industries Limited, from 1989 to 1994, she was Vice President, Finance of Rivtow Group of Companies and, from 1983 to 1989, she was Chief Financial Officer of various operating divisions of The Jim Pattison Group. Ms. Briscoe is currently a director of Ritchie Bros. Auctioneers

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Incorporated. She is a Fellow Chartered Accountant. She holds a Bachelor of Commerce degree from the University of British Columbia. Ms. Briscoe brings an important range of extensive and diverse financial, accounting and business experience to the Board. In addition, Ms. Briscoe’s experience managing financial and reporting matters benefit the Corporation with respect to the issues overseen by the Corporation’s Audit Committee. Ms. Briscoe is a member of the NACD. On March 2, 2011, Ms. Briscoe received the Lifetime Achievement Award at the 12^th Annual Influential Women in Business Awards and on May 30, 2012, Ms. Briscoe will be presented with the Institute of Corporate Directors 2012 ICD Fellowship Award.

Lawrence I. Bell – Director. Mr. Lawrence Bell served as the non-executive Chairman of British Columbia Hydro and Power Authority until December 2007. From August 2001 to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority and, from 1987 to 1991, he was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority. He is also a director of Capstone Mining Corp., International Forest Products Limited, Matrix Asset Management Inc. and Silver Wheaton Corp. and is former Chairman of the University of British Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit) Project. Prior to these positions, Mr. Bell was Chairman and President of the Westar Group and Chief Executive Officer of Vancouver City Savings Credit Union. In the province’s public sector, Mr. Bell has served as Deputy Minister of Finance and Secretary to the Treasury Board. He holds a Bachelor of Arts degree and an Honours Ph.D. from the University of British Columbia. He also holds a Masters of Arts degree from San José State University. The Board benefits from Mr. Bell’s extensive financial expertise, his public company experience, his public sector service and experience, and his knowledge of public policy issues. Mr. Bell is a member of the NACD.

Douglas M. Holtby – Vice Chairman of the Board and Lead Director. Mr. Holtby is the Vice-Chairman of the Board and Lead Director of the Corporation. He is also President and Chief Executive Officer of three private investment companies, Arbutus Road Investments Inc., Majick Capital Inc. and Holtby Capital Corporation and Chairman of the Board of Silver Wheaton Corp. From 1974 to 1989, he was President of Allarcom Limited, from 1982 to 1989, he was President of Allarcom Pay Television Limited, from 1989 to 1996, he was President, Chief Executive Officer and a director of WIC Western International Communications Ltd. and Chairman of Canadian Satellite Communications Inc. and from 1998 to 1999, he was a Trustee of ROB.TV and CKVU. He is a Fellow Chartered Accountant. Mr. Holtby’s financial sophistication, accounting background, extensive investment and management experience, and business and strategic expertise significantly enhance the skill set of the Board and its committees. Mr. Holtby is a member of the NACD and the ICD.

Kenneth F. Williamson – Director. Mr. Williamson was appointed to the Board in November 2006. Prior thereto, he had been a director of Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United States and Europe. Mr. Williamson is a director of a number of companies in the natural resource sector. He holds a Bachelor of Applied Science (P.Eng.) degree from the University of Toronto and a Masters in Business Administration from the University of Western Ontario. Mr. Williamson’s experience in the investment banking and natural resources industries, in both domestic and international markets, combined with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition, Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the NACD.

Pre-Approval Policies and Procedures

The Audit Committee’s charter sets out responsibilities regarding the provision of non-audit services by the Corporation’s independent registered chartered accountants. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditor’s independence and requires Audit Committee pre-approval of permitted audit and audit-related services.

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External Auditor Service Fees

Audit Fees

The aggregate audit fees billed by the Corporation’s independent registered chartered accountants for the financial year ended December 31, 2011 were $5,511,772 (for the financial year ended December 31, 2010 – $6,086,942).

Audit-Related Fees

The aggregate audit-related fees billed by the Corporation’s independent registered chartered accountants for the financial year ended December 31, 2011 were $554,952 (for the financial year ended December 31, 2010 – $517,510).

Tax Fees

The aggregate tax fees in respect of tax compliance, tax advice and tax planning billed by the Corporation’s independent registered chartered accountants for the financial year ended December 31, 2011 were $263,023 (for the financial year ended December 31, 2010 – $404,824).

All Other Fees

The aggregate non-audit fees billed by the Corporation’s independent registered chartered accountants for the financial year ended December 31, 2011 were $9,628 (for the financial year ended December 31, 2010 – $5,146).

Auditor Partner Rotation

As a registrant with the United States Securities and Exchange Commission, the signing Deloitte audit partner and the engagement quality control partner cannot serve in those roles on the Goldcorp audit team for more than five consecutive years. Deloitte audit partners of Goldcorp subsidiaries whose assets or revenues constitute 20% or more of the assets or revenues of Goldcorp’s respective consolidated assets or revenues cannot serve in this role for more than seven consecutive years.

ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com; on the United States Securities and Exchange Commission website at www.sec.gov; or on Goldcorp’s website at www.goldcorp.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Corporation dated March 20, 2012 which is available on SEDAR at www.sedar.com. Additional financial information is provided in the Corporation’s audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2011.

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SCHEDULE “A”

GOLDCORP INC.

AUDIT COMMITTEE CHARTER

I. PURPOSE

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

A. overseeing the integrity of the Company’s financial statements and reviewing the financial reports and other financial information provided by the Company to any governmental body or the public and other relevant documents;

B. assisting the Board in oversight of the Company’s compliance with legal and regulatory requirements;

C. recommending the appointment and reviewing and appraising the audit efforts of the Company’s independent auditor, overseeing the non-audit services provided by the independent auditor, overseeing the independent auditor’s qualifications and independence and providing an open avenue of communication among the independent auditor, financial and senior management and the Board of Directors;

D. assisting the Board in oversight of the performance of the Company’s internal audit function;

E. serving as an independent and objective party to oversee and monitor the Company’s financial reporting process and internal controls, the Company’s processes to manage business and financial risk, and its compliance with legal, ethical and regulatory requirements;

F. preparing Audit Committee report(s) as required by applicable regulators; and

G. encouraging continuous improvement of, and fostering adherence to, the Company’s policies, procedures and practices at all levels.

II. COMPOSITION AND OPERATIONS

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

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

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

Approved by the Board on February 15, 2012

Company other than compensation for serving in his or her capacity as member of the Board and as a member of Board committees.

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

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

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

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

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

I. Each of the Chairman of the Committee, members of the Committee, Chairman of the Board, independent auditors, Chief Executive Officer, Chief Financial Officer or Secretary shall be entitled to request that the Chairman of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request.

III. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

A. Create an agenda for the ensuing year.

B. Review and update these Terms of Reference at least annually, as conditions dictate.

C. Describe briefly in the Company’s annual report and more fully in the Company’s Management Information Circular the Committee’s composition and responsibilities and how they were discharged.

D. Documents/Reports Review

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

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

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

iv) Review policies and procedures with respect to directors’ and officers’ expense accounts and management perquisites and benefits, including their use of corporate assets and expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the independent auditor, based on terms of reference agreed upon by the independent auditor and the Audit Committee.

v) Review expenses of the Non-Executive Board Chair and of the CEO annually.

vi) Review the Company’s aircraft flight record annually.

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

E. Independent Auditor

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

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

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

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

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

a) The aggregate amount of non-audit services not pre-approved expected to constitute no more than 5% of total fees paid by issuer and subsidiaries to external auditor during fiscal year in which the services are provided;

b) the Company or a subsidiary did not recognize services as non-audit at the time of the engagement; and

c) the services are promptly brought to Committee’s attention and approved prior to completion of the audit.

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

vi) Review the relationship of non-audit fees to audit fees paid to the independent Auditor, to ensure that auditor independence is maintained.

vii) Ensure that both the audit and non-audit fees are disclosed to shareholders by category.

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

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

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

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

xii) Ensure that the independent auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:

a) bookkeeping or other services related to the accounting records or financial statements of the Company;

b) financial information systems design and implementation;

c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

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

d) actuarial services;

e) internal audit outsourcing services;

f) management functions or human resources;

g) broker or dealer, investment adviser or investment banking services;

h) legal services and expert services unrelated to the audit; and

i) any other services which the Public Company Accounting Oversight Board determines to be impermissible.

xiii) Approve any permissible non-audit engagements of the independent auditors, in accordance with applicable legislation.

F. Internal Audit

i) The Audit Committee’s understanding and approval of the annual internal audit plan;

ii) Structuring the internal audit function to promote operational independence;

iii) Establishing a direct line of communication between the head of internal audit and the Audit Committee;

iv) Instituting appropriate communication and reporting lines between the internal auditors and management; and

v) Holding regular meetings between the head of internal audit and the Audit Committee.

G. Financial Reporting Processes

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

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

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

H. Process Improvement

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

ii) Reviewing and approving hiring policies for employees or former employees of the past and present independent auditors.

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

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

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

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

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

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

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

I. Ethical and Legal Compliance

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

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

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

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

J. Risk Management

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

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

iii) Review management’s program of risk assessment and steps taken to address significant risks or exposures, including insurance coverage.

IV. General

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

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

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

iv) Perform any other activities consistent with this Charter, the Company’s Articles and By-laws and governing law, as the Committee or the Board deems necessary or appropriate.

v) Conduct a Committee annual self-evaluation and report to the Board of Directors.

V. ACCOUNTABILITY

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

B. The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.

C. The minutes of the Audit Committee should be filed with the Corporate Secretary.

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TERMS OF REFERENCE FOR THE AUDIT COMMITTEE

Appendix One: Definitions Related to Audit Committee Composition

Affiliated Person under SEC Rules

An “affiliated person”, in accordance with the rules of the United States Securities and Exchange Commission adopted pursuant to the Sarbanes-Oxley Act, means a person who directly or indirectly controls the Company, or a director, executive officer, partner, member, principal or designee of an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

Financial Literacy Under Multilateral Instrument 52-110

“Financially literate”, in accordance with MI 52-110, means that the director has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Financial Expert Under SEC Regulation S-K

A person will qualify as “financial expert” if he or she possesses the following attributes:

a) an understanding of financial statements and generally accepted accounting principles;

b) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;

d) an understanding of internal controls and procedures for financial reporting; and

e) an understanding of audit committee functions.

A person shall have acquired such attributes through:

a) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

b) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

c) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

d) other relevant experience.

A-8

EX-99.2

Exhibit 99.2

(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 YEAR ENDED DECEMBER 31, 2011

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the consolidated financial statements of Goldcorp Inc. (“Goldcorp” or “the Company”) for the year ended December 31, 2011 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”)). Previously, the Company prepared its annual consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The Company’s 2010 comparatives in this MD&A have been restated and presented in accordance with IFRS. As the Company’s IFRS transition date was January 1, 2010, 2009 comparative information included in this MD&A has not been restated. 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 dollars unless otherwise noted. References to C$ are to Canadian dollars. This MD&A has been prepared as of February 15, 2012.

2011 HIGHLIGHTS

• Gold production of 687,900 ounces for the fourth quarter and 2,514,700 ounces for 2011, compared to 689,600 ounces and 2,520,300 ounces ⁽¹⁾, respectively, in 2010.

• Total cash costs of $261 per ounce for the fourth quarter, compared to $164 per ounce for the fourth quarter of 2010, and $223 per ounce for 2011, compared to $274 per ounce in 2010. On a co-product basis, cash costs were $529 and $534 per gold ounce for the fourth quarter and 2011, respectively, compared to $472 and $446 per gold ounce, respectively, in 2010. ⁽²⁾

• Net earnings attributable to shareholders of Goldcorp amounted to $405 million for the fourth quarter ($0.50 per share) and $1,881 million ($2.34 per share) for 2011, compared to net earnings of $560 million ($0.76 per share) and $2,051 million ($2.79 per share), respectively, in 2010. Adjusted net earnings amounted to $531 million ($0.66 per share) for the fourth quarter and $1,786 million ($2.22 per share) for 2011, compared to $431 million ($0.59 per share) and $1,048 million ($1.43 per share), respectively, in 2010. ⁽³⁾

• Operating cash flows from continuing operations of $727 million for the fourth quarter and $2,366 million for 2011, compared to $681 million and $1,764 million, respectively, in 2010. Operating cash flows before working capital changes of $831 million for the fourth quarter and $2,692 million for 2011, compared to $648 million and $1,693 million, respectively, in 2010. ⁽⁴⁾

• Free cash flows of $205 million for the fourth quarter and $571 million for 2011, compared to $304 million and $539 million, respectively, in 2010. ⁽⁵⁾

• Dividends paid of $330 million in 2011, compared to $154 million in 2010.

• During the fourth quarter of 2011, the Company achieved the following significant milestones:

• A certificate of authorization was issued by the Quebec Minister of Sustainable Development, Environment & Parks allowing full construction of the Éléonore gold project to commence immediately.

• The Company announced the approval of the amended Environmental Impact Assessment (“EIA”) by Provincial authorities in the province of Santa Cruz for the development and construction of the Cerro Negro gold project to commence immediately.

• On November 23, 2011, the Company announced it had entered into a $2 billion senior revolving credit facility with 15 lenders, replacing the existing $1.5 billion facility. The new facility will be used to finance growth opportunities and for general corporate purposes.

GOLDCORP    |    1

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

• On August 31, 2011, the Company and Xstrata Queensland Limited (“Xstrata”) signed a definitive agreement with Yamana Gold Inc. (“Yamana”) granting Minera Alumbrera Limited SA (“Alumbrera SA”), an entity jointly controlled by the Company, Xstrata and Yamana, an exclusive four-year option to acquire Yamana’s interest in the Agua Rica project in northwest Argentina.

• During June 2011, 7.8 million of the Company’s outstanding share purchase warrants were exercised for total cash proceeds of C$350 million ($358 million). The remaining 1.4 million share purchase warrants expired unexercised.

• On February 8, 2011, the Company disposed of its 10.1% equity interest in Osisko Mining Corporation (“Osisko”) for gross cash proceeds of $536 million resulting in a net gain on the date of disposition of $279 million.

2012 DEVELOPMENTS

• On January 9, 2012, the Company announced the decision to proceed with construction of the El Morro project, commencing September 2012.

• On January 27, 2012, the Company announced that, in association with the agreement between the Government of Guatemala and the Guatemalan Chamber of Industry to voluntarily increase the royalties paid on the production of precious metals from 1% to 4% of gross revenue, the Company will pay an additional 1% voluntary royalty.

(1) Performance measure which includes the results of the San Dimas mining operation (“San Dimas”) to August 6, 2010, the date of disposition, and which for financial statement reporting purposes has been reclassified as discontinued operations.

(2) The Company has included non-GAAP performance measures – total cash costs, by-product and co-product, per gold ounce, throughout this document. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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 by-product copper, silver, lead and zinc sales revenues from production costs.

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

	2011		2010		2009
Gold	$	1,250	$	1,000	$	750
Silver		20		16		10
Copper		3.25		2.75		1.75
Lead		0.90		0.80		-
Zinc		0.90		0.80		-

Using actual realized sales prices, co-product total cash costs would be $533 per gold ounce for the three months ended December 31, 2011 (year ended December 31, 2011 – $529). Refer to page 43 for a reconciliation of total cash costs to reported production costs.

(3) Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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 44 for a reconciliation of adjusted net earnings to reported net earnings attributable to shareholders of Goldcorp.

(4) Operating cash flows before working capital changes is a non-GAAP performance measure which the Company believes provides additional information about the Company’s ability to generate cash flows from its mining operations.

(5) Free cash flows is a non-GAAP performance measure which the Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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. Free cash flows are calculated by deducting expenditures on mining interests, deposits on mining interest expenditures and capitalized interest paid from net cash provided by operating activities of continuing operations. Refer to page 46 for a reconciliation of free cash flows to reported net cash provided by operating activities of continuing operations.

2    |    GOLDCORP

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

OVERVIEW

Goldcorp Inc. 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).

At December 31, 2011, the Company’s principal producing mining properties were comprised of the Red Lake, Porcupine and Musselwhite gold mines in Canada; the Peñasquito gold/silver/lead/zinc mine, the Los Filos and El Sauzal gold mines in Mexico; the Marlin gold/silver mine in Guatemala; the Alumbrera gold/copper mine (37.5% interest) in Argentina; and the Marigold (66.7% interest) and Wharf gold mines in the United States.

The Company’s significant development projects at December 31, 2011 include the Cerro Negro gold project in Argentina; the Éléonore and Cochenour gold projects in Canada; the Pueblo Viejo gold project (40% interest) in the Dominican Republic; the El Morro gold/copper project (70% interest) in Chile; the Camino Rojo and Noche Buena gold/silver projects in Mexico; and the Cerro Blanco gold/silver project in Guatemala. Goldcorp also owns a 40.6% equity interest in Tahoe Resources Inc. (“Tahoe”), a publicly traded company focused on the exploration and development of resource properties, with a principal objective to develop the Escobal (“Escobal”) silver project in Guatemala, and a 35.3% equity interest in Primero Mining Corp. (“Primero”), a publicly traded company engaged in the production of precious metals with operations (primarily the San Dimas gold/silver mine) in Mexico.

2011 was a volatile year for equity markets globally. Significant sell-offs were evidenced in July and August as the U.S. sovereign debt downgrade was pending and the European sovereign debt situation worsened. Equity markets did recover with varying degrees and were led by the U.S. Dow Jones Index. Liquidity remained ample during the year as the U.S. Federal Reserve maintained a low interest rate policy through actions such as Operation Twist. Central bankers around the world, like China and Europe, acted in concert with the Americans to lower interest rates as the year progressed.

This economic environment has been supportive for the gold price and helped propel gold to a record high of $1,920 in September before two sharp corrections saw the price close the year at $1,563. Gold has maintained its status as a “safe haven asset” and a legitimate component of asset portfolios around the world.

The Company realized an average gold price of $1,663 per ounce during the fourth quarter of 2011, a 3% decrease against the third quarter of 2011’s average realized gold price of $1,719 per ounce.

Gold production was 16% higher during the fourth quarter of 2011, compared to the third quarter of 2011, primarily due to record production for the fourth quarter at Marlin and increased volumes at Red Lake and Peñasquito as grades improved as expected in the High Grade Zone at Red Lake, while Peñasquito achieved greater mill throughput and realized higher grades. Production costs increased by 35% from the prior quarter primarily due to the increased volumes, increased non-cash reclamation and closure costs related to revisions in estimates at the Company’s inactive mines and higher YMAD net proceeds payments paid by Alumbrera. During the fourth quarter, Red Lake, Musselwhite and Porcupine mines continued their participation in the Northern Industrial Electricity Rate program administered by the Ontario Ministry of Northern Development, Mines and Forestry. Rebates for Goldcorp during the three year program are estimated to be $30 million, contingent upon continuation of the implementation of Energy Management Plans. It is anticipated that quarterly rebates will be received until March 2013.

The Company realized an average gold price of $1,572 per ounce in 2011, a 27% increase against 2010’s average realized gold price of $1,240 per ounce.

GOLDCORP    |    3

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

Gold production in 2011 was similar to 2010. Production costs increased by 38% from the prior year primarily due to a full year of operations at Peñasquito, higher sales volumes for gold, silver, lead and zinc, higher consumables and employee costs, higher YMAD net proceeds payments paid by Alumbrera, offset by lower power costs resulting from energy rebates at the Company’s Canadian operations.

Peñasquito continued to ramp-up production achieving sulphide plant throughput of 93,700 tonnes per day in the fourth quarter of 2011 with the month of December averaging 107,000 tonnes per day. Key projects, including the High Pressure Grinding Roll (“HPGR”) supplemental feed system and the increase in height of the tailings dam, were completed in January 2012 and remain on track to achieve the target plant design throughput of 130,000 tonnes per day for the end of the first quarter of 2012.

On November 14, 2011, the Company was issued with a certificate of authorization by the Quebec Minister of Sustainable Development, Environment and Parks allowing full construction of the Éléonore gold project in northern Quebec to commence immediately. Issuance of the certificate of authorization follows the execution of the collaboration agreement among the Cree Nation of Wemindji, the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority and the Company earlier in the year. The current Éléonore development plan details an average throughput rate of 7,000 tonnes per day, contributing to the forecast average annual gold production of 600,000 ounces at cash costs below $400 per ounce over an approximate 15-year mine life. A strong, experienced team is in place and the project remains on track for first gold production in late 2014.

On December 16, 2011, a major milestone was reached when the Company announced the receipt of the approval of the amended EIA by Provincial authorities in the province of Santa Cruz for the development and construction of the Cerro Negro gold project, a high-grade deposit located on the low-elevation Patagonian plains of southern Argentina. The Cerro Negro project team immediately advanced full construction and continued what has been an impressive pace of development. Cerro Negro’s low capital cost and cash flow-accretive gold production beginning in 2013 forms an important component of Goldcorp’s peer-leading five-year growth profile. An average of 550,000 ounces of gold production per year over the first five full years at an average cash cost of less than $200 per ounce of gold is anticipated. Moreover, significant vein extensions and new vein discoveries underscore the potential for further expansion of the long-term production profile. The approval of the amended EIA allows for construction of the plant with throughput increased from 1,850 tonnes per day to 4,000 tonnes per day and the concurrent development and mining of three underground vein deposits: Eureka, Mariana Central and Mariana Norte.

4    |    GOLDCORP

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

CORPORATE DEVELOPMENT ACTIVITIES – ACQUISITIONS, DIVESTITURES, FINANCINGS

During the year ended December 31, 2011, the Company completed the following significant transactions:

New $2.0 billion credit facility

The Company entered into a $2.0 billion credit facility with a syndicate of 15 lenders in the fourth quarter of 2011 and which replaced the Company’s existing $1.5 billion credit facility. The new facility is intended to be used to finance growth opportunities and for general corporate purposes. The floating rate facility is unsecured and amounts drawn are required to be financed or repaid by November 23, 2016.

Option to acquire a 37.5% interest in the Agua Rica project

On August 31, 2011, the Company and Xstrata signed a definitive agreement with Yamana whereby Alumbrera SA, an entity which the Company jointly controls with Xstrata and Yamana, was granted an exclusive four-year option to acquire Yamana’s interest in the Agua Rica project located 35 kilometres southeast of the Alumbrera mine in Argentina, in exchange for option payments from the Company and Xstrata of $110 million. During the four-year option period, Alumbrera SA will manage the Agua Rica project and fund a feasibility study and all development costs. In addition to the $110 million in payments, Yamana will receive from Alumbrera SA $150 million upon approval to proceed with construction and on exercise of the option to acquire the Agua Rica project, and an additional $50 million on commissioning. Yamana will also be entitled to receive 65% of the payable gold produced from Agua Rica to a maximum of 2.3 million ounces. In accordance with the terms of the option agreement, the Company and Xstrata have made cumulative payments amounting to $30 million ($13 million – Goldcorp’s share).

Exercise of share purchase warrants

On June 9, 2011, the Company’s 8.4 million share purchase warrants issued in 2006 were due to expire and were suspended from trading. Each warrant entitled the holders to purchase at any time one common share of Goldcorp at an exercise price of C$45.75 per share. Of the 8.4 million outstanding, 7.0 million were exercised for total proceeds of C$322 million ($330 million).

On June 26, 2011, 0.8 million warrants issued by Goldcorp pursuant to the acquisition of Gold Eagle in 2008 were due to expire. Each warrant entitled the holders to purchase at any time one common share of Goldcorp at an exercise price of C$34.76 per share. Of the 0.8 million outstanding, all were exercised for total proceeds of C$28 million ($28 million).

Disposition of interest in Osisko Mining Corporation

On February 8, 2011, the Company disposed of its 10.1% equity interest in Osisko to a syndicate of underwriters at a price of C$13.75 per common share held. The Company received gross cash proceeds of C$530 million ($536 million) resulting in a gain on the date of disposition of $320 million ($279 million after tax). Prior to the disposition, the Company’s interest in Osisko was recorded as an available-for-sale investment in equity securities.

GOLDCORP    |    5

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

SUMMARIZED ANNUAL FINANCIAL RESULTS ^{(1) (2) (3) (4) (5)}

	2011		2010		2009
Revenues	$	5,362	$	3,738	$	2,724
Gold produced (ounces)		2,514,700		2,466,900		2,421,300
Gold sold (ounces) (3)		2,490,200		2,367,800		2,347,300
Average realized gold price (per ounce)	$	1,572	$	1,240	$	978
Average London spot gold price (per ounce)	$	1,572	$	1,225	$	972
Earnings from operations and associates	$	2,238	$	1,416	$	821
Net earnings from continuing operations	$	1,881	$	1,412	$	244
Net earnings (loss) from discontinued operations, net of tax (2)	$	-	$	631	$	(6)
Net earnings	$	1,881	$	2,043	$	238
Net earnings attributable to shareholders of Goldcorp	$	1,881	$	2,051	$	240
Earnings from continuing operations per share
– Basic	$	2.34	$	1.92	$	0.33
– Diluted	$	2.18	$	1.87	$	0.33
Net earnings per share
– Basic	$	2.34	$	2.79	$	0.33
– Diluted	$	2.18	$	2.71	$	0.33
Cash flows from operating activities of continuing operations	$	2,366	$	1,764	$	1,275
Total cash costs – by-product (per gold ounce) (4)	$	223	$	271	$	296
Total cash costs – co-product (per gold ounce) (5)	$	534	$	447	$	403
Dividends paid	$	330	$	154	$	132
Cash and cash equivalents	$	1,502	$	556	$	875
Total assets	$	29,374	$	27,639	$	20,949
Non-current liabilities	$	7,118	$	6,957	$	4,669
INCLUDING DISCOUNTINUED OPERATIONS (2)
Revenues (6)	$	5,362	$	3,800	$	2,724
Gold produced (ounces)		2,514,700		2,520,300		2,421,300
Total cash costs – by-product (per gold ounce) (7)	$	223	$	274	$	295
Total cash costs – co-product (per gold ounce) (8)	$	534	$	446	$	398

(1) The Company’s annual financial results as at and for the years ended December 31, 2011 and 2010 have been prepared in accordance with IFRS. As the Company’s IFRS transition date was January 1, 2010, the summarized annual financial results as at and for the year ended December 31, 2009, have not been restated and have been prepared in accordance with Canadian GAAP.

(2) The Company’s interest in Terrane Metals Corp. (“Terrane”) and San Dimas, which were disposed of on October 20, 2010 and August 6, 2010, respectively, and previously reported as separate operating segments, have been reclassified as discontinued operations. As the Company’s IFRS transition date was January 1, 2010, 2009 comparative information has not been restated and is presented in accordance with Canadian GAAP. Under Canadian GAAP, San Dimas was not considered a discontinued operation and was included in results of continuing operations prior to January 1, 2010. Refer to page 42 for further details on the discontinued operations.

(3) Excludes commissioning sales ounces from Peñasquito, prior to September 1, 2010, as revenues from sales were credited against capitalized project costs.

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

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

6    |    GOLDCORP

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

(6) Revenues including discontinued operations include revenues of $62 million earned from the San Dimas mining operation prior to date of disposition on August 6, 2010. Refer to page 42 for further details on the discontinued operations.

(7) Total cash costs per gold ounce on a by-product basis, including discontinued operations, includes the gold ounces sold at San Dimas to August 6, 2010 and by-product silver sales revenues for San Dimas to August 6, 2010 at $4.04 per silver ounce ($4.02 prior to November 2009) sold to Silver Wheaton.

(8) Total cash costs per gold ounce on a co-product basis, including discontinued operations, includes the gold ounces sold and silver revenues for San Dimas to August 6, 2010.

GOLDCORP    |    7

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

Review of Annual Financial Results

Net earnings attributable to shareholders of Goldcorp for the year ended December 31, 2011 decreased to $1,881 million, or $2.34 per share, compared to $2,051 million, or $2.79 per share, in 2010. Compared to 2010, net earnings attributable to shareholders of Goldcorp were impacted significantly by the following factors:

• Revenues increased by $1,624 million, or 43%, primarily due to a $974 million increase in gold revenues resulting from a 27%, or $330 per ounce, increase in the average realized gold price and a 5% increase in gold sales volume; a $500 million increase in silver revenues resulting from a 104%, or 13.6 million ounce, increase in silver sales volume due primarily to the commissioning of Peñasquito on September 1, 2010, and a 36%, or $7.77 per ounce, increase in the average realized silver price; a $198 million increase in lead and zinc revenues net of treatment and refining charges from Peñasquito; partially offset by a $58 million decrease in copper revenues primarily as a result of 15% lower sales volume;

• Production costs increased by $566 million, or 38%, primarily due to a full year of operations at Peñasquito ($373 million), higher sales volumes for gold, silver, lead and zinc, higher consumables and employee costs, a $9 million increase in YMAD net proceeds payments paid by Alumbrera, and the unfavourable impact of the strengthening of the Canadian dollar and Mexican peso by 4% and 1%, respectively; partially offset by $6 million lower reclamation and closure costs related to revisions in estimates at the Company’s inactive mines and lower power costs resulting from energy rebates at the Company’s Canadian operations;

• Depreciation and depletion increased by $92 million, or 15%, primarily due to a full year of operations at Peñasquito;

• A $9 million increase in exploration costs due to an expansion in drilling programs, principally at Red Lake and Porcupine;

• The Company’s share of net losses of associates increased by $90 million, primarily due to a $65 million impairment expense recognized in respect of the Company’s investment in Primero and an $18 million, net of tax, impairment expense recognized in respect of certain power assets at Pueblo Viejo;

• Corporate administration expense increased by $45 million due to a $37 million increase in share-based compensation resulting from issuance of additional stock options, restricted share units and performance share units and the vesting of previously issued stock options, restricted share units and performance share units, as well as an increase in corporate activities due to the Company’s growth and the unfavourable strengthening of the Canadian dollar;

• A $319 million net gain on securities principally due to the sale of the Company’s equity interest in Osisko in the first quarter of 2011 ($320 million before tax and $279 million net of tax);

• An impairment expense of $87 million recognized on certain of the Company’s equity and marketable securities;

• An $82 million net gain on derivatives comprised of a $49 million unrealized gain on the conversion feature of the Company’s convertible notes (“the Company’s Notes”); a $28 million net gain on the exercise/expiry of the Company’s share purchase warrants, a $14 million net gain on foreign currency, heating oil, copper, lead, zinc and silver contracts; partially offset by a $7 million unrealized loss on investments in warrants and a net loss of $2 million on the 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”). The $33 million net loss on derivatives in 2010 was comprised of a $66 million net loss on the Silver Wheaton silver contract; a $1 million unrealized loss on the conversion feature of the Company’s Notes and a $1 million loss on the conversion feature of the Primero 1-year Covertible Note (“Primero Convertible Note”); partially offset by a $30 million unrealized gain on the Company’s share purchase warrants outstanding and a $5 million net gain on foreign currency, heating oil, copper, lead, zinc and silver contracts;

• A $407 million net gain on dispositions of mining interests during 2010 from the sales of Escobal, an exploration property in Mexico, certain land at Wharf, and the Company’s 21.2% interest in El Limón;

8    |    GOLDCORP

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

• Other income of $38 million in 2011 primarily due to the reversal of withholding tax provisions at certain of the Company’s operations, interest income of $11 million earned on the Primero Convertible Note and 5-year Promissory Note (“Primero 5-year Promissory Note”) and the Company’s higher cash and cash equivalents, insurance recoveries of $5 million, and $3 million of foreign exchange gains. The $44 million other expense recognized in 2010 was comprised primarily of $28 million of corporate transaction costs incurred in respect of the Andean, El Morro and Camino Rojo acquisitions and an increase in withholding taxes;

• A higher effective tax rate for the year ended December 31, 2011, excluding the impact of foreign exchange on deferred income taxes, compared to the year ended December 31, 2010, primarily due to the gain in 2010 on the disposition of Escobal being subject to a lower effective tax rate and certain 2011 equity investment impairments not being tax effected due to uncertainty on the future ability to utilize the related unrealized capital losses. Additionally, income tax for the year ended December 31, 2011 was impacted by an $89 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 $39 million gain for the year ended December 31, 2010.

Adjusted net earnings amounted to $1,786 million, or $2.22 per share ⁽¹⁾ , for the year ended December 31, 2011, compared to $1,048 million, or $1.43 per share, for the year ended December 31, 2010. Compared to 2010, adjusted net earnings increased 70% and were significantly impacted by higher revenues resulting from higher gold and silver sales volumes, higher gold and silver realized prices and higher lead and zinc sales revenues resulting from a full year of production at Peñasquito; partially offset by lower copper sales volume and higher operating costs.

Total cash costs (by-product) were $51 per ounce lower at $223 per gold ounce ⁽²⁾, compared to $274 per gold ounce in 2010. The decrease was primarily due to higher by-product copper, silver, lead and zinc sales credits; partially offset by higher production costs and the unfavourable impact of the strengthening of the Canadian dollar and Mexican peso.

(1) Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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 44 for a reconciliation of adjusted net earnings to reported net earnings attributable to shareholders of Goldcorp.

(2) Total cash costs are a non-GAAP performance measure. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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 by-product copper, silver, lead and zinc sales revenues from production costs.

GOLDCORP    |    9

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

QUARTERLY FINANCIAL REVIEW

					2011
	Q1		Q2		Q3		Q4		Total
Revenues	$	1,216	$	1,323	$	1,308	$	1,515	$	5,362
Gold produced (ounces)		637,600		597,100		592,100		687,900		2,514,700
Gold sold (ounces)		627,300		606,400		571,500		685,000		2,490,200
Average realized gold price (per ounce)	$	1,394	$	1,516	$	1,719	$	1,663	$	1,572
Average London spot gold price (per ounce)	$	1,386	$	1,506	$	1,702	$	1,688	$	1,572
Earnings from operations and associates	$	533	$	550	$	610	$	545	$	2,238
Net earnings from continuing operations	$	651	$	489	$	336	$	405	$	1,881
Net earnings	$	651	$	489	$	336	$	405	$	1,881
Net earnings attributable to shareholders of Goldcorp	$	651	$	489	$	336	$	405	$	1,881
Earnings from continuing operations per share (1)
– Basic	$	0.82	$	0.61	$	0.42	$	0.50	$	2.34
– Diluted	$	0.81	$	0.52	$	0.41	$	0.39	$	2.18
Net earnings per share (1)
– Basic	$	0.82	$	0.61	$	0.42	$	0.50	$	2.34
– Diluted	$	0.81	$	0.52	$	0.41	$	0.39	$	2.18
Cash flows from operating activities of continuing operations	$	586	$	330	$	723	$	727	$	2,366
Total cash costs – by-product (per gold ounce) (2)	$	188	$	185	$	258	$	261	$	223
Total cash costs – co-product (per gold ounce) (3 )	$	504	$	553	$	551	$	529	$	534
Dividends paid	$	75	$	82	$	82	$	91	$	330
Cash and cash equivalents	$	1,280	$	1,378	$	1,476	$	1,502	$	1,502

(1) Sum of quarterly earnings per share may not equal the total for the year as each quarterly amount is calculated independently of each other.

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

(3) Commencing January 1, 2011, total cash costs per gold ounce on a co-product basis from continuing operations is calculated by allocating production costs to each co-product (Alumbrera (copper); Marlin (silver); Peñasquito (silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). The Company has restated prior period comparisons of co-product total cash costs accordingly. Using actual realized sales prices, the co-product total cash costs would be $486, $553, $561, and $533 per gold ounce for the three months ended March 31, June 30, September 30, and December 31, 2011, respectively (year ended December 31, 2011 – $529).

10    |    GOLDCORP

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

					2010 (1)
	Q1		Q2		Q3		Q4		Total
Revenues	$	718	$	815	$	885	$	1,320	$	3,738
Gold produced (ounces)		600,100		588,600		588,600		689,600		2,466,900
Gold sold (ounces) (2)		544,200		577,500		567,500		678,600		2,367,800
Average realized gold price (per ounce)	$	1,111	$	1,208	$	1,239	$	1,378	$	1,240
Average London spot gold price (per ounce)	$	1,109	$	1,197	$	1,227	$	1,367	$	1,225
Earnings from operations and associates	$	256	$	275	$	325	$	560	$	1,416
Net earnings from continuing operations	$	232	$	524	$	305	$	351	$	1,412
Net earnings (loss) from discontinued operations, net of tax (1)	$	15	$	(5)	$	416	$	205	$	631
Net earnings	$	247	$	519	$	721	$	556	$	2,043
Net earnings attributable to shareholders of Goldcorp	$	247	$	521	$	723	$	560	$	2,051
Earnings from continuing operations per share (2)
– Basic	$	0.32	$	0.71	$	0.41	$	0.48	$	1.92
– Diluted	$	0.27	$	0.71	$	0.32	$	0.47	$	1.87
Net earnings per share (2)
– Basic	$	0.34	$	0.71	$	0.98	$	0.76	$	2.79
– Diluted	$	0.29	$	0.70	$	0.87	$	0.75	$	2.71
Cash flows from operating activities of continuing operations	$	282	$	383	$	418	$	681	$	1,764
Total cash costs – by-product (per gold ounce) (3)	$	323	$	359	$	260	$	164	$	271
Total cash costs – co-product (per gold ounce) (4 )	$	436	$	436	$	435	$	472	$	447
Dividends paid	$	33	$	33	$	33	$	55	$	154
Cash and cash equivalents	$	393	$	497	$	732	$	556	$	556
INCLUDING DISCONTINUED OPERATIONS
Revenues (5)	$	750	$	844	$	886	$	1,320	$	3,800
Gold produced (ounces)		625,000		609,500		596,200		689,600		2,520,300
Total cash costs – by-product (per gold ounce) (6)	$	325	$	363	$	260	$	164	$	274
Total cash costs – co-product (per gold ounce) (7)	$	433	$	437	$	435	$	472	$	446

(1) The Company’s interest in Terrane and San Dimas, which were disposed of on October 20, 2010 and August 6, 2010, respectively, and previously reported as separate operating segments, have been reclassified as discontinued operations. Refer to page 42 for further details on the discontinued operations.

(2) Sum of quarterly earnings per share may not equal the total for the year as each quarterly amount is calculated independently of each other.

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

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

(5) Revenues including discontinued operations include revenues of $62 million earned from San Dimas prior to date of disposition on August 6, 2010. Refer to page 70 for further details on the discontinued operations.

(6) Total cash costs per gold ounce on a by-product basis, including discontinued operations, includes the gold ounces sold at San Dimas to August 6, 2010 and by-product silver sales revenues for San Dimas to August 6, 2010 at $4.04 per silver ounce ($4.02 prior to November 2009) sold to Silver Wheaton.

(7) Total cash costs per gold ounce on a co-product basis, including discontinued operations, includes the gold ounces sold and silver revenues for San Dimas to August 6, 2010.

GOLDCORP    |    11

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

Review of Quarterly Financial Results – Three months ended December 31, 2011 compared to the three months ended September 30, 2011

Net earnings attributable to shareholders of Goldcorp for the fourth quarter of 2011 were $405 million, or $0.50 per share, compared to $336 million, or $0.42 per share, in the third quarter of 2011. Compared to the prior quarter, net earnings attributable to shareholders of Goldcorp for the three months ended December 31, 2011 were impacted significantly by the following factors:

• Revenues increased by $207 million, or 16%, primarily due to a $157 million increase in gold revenues resulting from a 20% increase in gold sales volume, partially offset by a 3%, or $56 per ounce, decrease in the average realized gold price; a $26 million increase in silver revenues resulting from a 40%, or 2.3 million ounces, increase in silver sales volume, partially offset by a 19%, or $6.21 per ounce, decrease in the average realized silver price; a $24 million increase in copper revenues resulting from a 42%, or $1.09 per pound, increase in the average realized copper price; partially offset by a 3% decrease in copper sales volume;

• Production costs increased by $159 million, or 35%, due to a $64 million increase in reclamation and closure costs related to revisions in estimates at the Company’s inactive mines, an increase of $23 million in YMAD net proceeds payments paid by Alumbrera, higher sales volumes and increased employee costs. The weakening of the Canadian dollar and Mexican peso positively impacted the earnings of the Canadian and Mexican operations by approximately 4% and 7%, respectively;

• Depreciation and depletion increased by $26 million, or 16%, primarily due to higher production;

• A loss on securities of $86 million arising from an impairment expense recognized on certain of the Company’s equity and marketable securities;

• An increase in the Company’s share of net losses of associates of $80 million, primarily resulting from a $65 million impairment expense recognized in respect of the Company’s equity investment in Primero and an $18 million, net of tax, impairment expense recognized in respect of certain power assets at Pueblo Viejo;

• An $87 million net gain on derivatives comprised of an $82 million unrealized gain on the conversion feature of the Company’s Notes, a $5 million net gain on foreign currency, heating oil, copper, lead, zinc and silver contracts and a $3 million net gain on the Company’s Silver Wheaton silver contract; partially offset by a $3 million unrealized loss on investments in warrants. A $20 million net loss on derivatives in the third quarter of 2011 comprised of a $33 million unrealized loss on the conversion feature of the Company’s Notes; partially offset by a net gain of $16 million on the Silver Wheaton silver contract, a $4 million net loss on foreign currency, heating oil, copper, lead, zinc and silver contracts and an unrealized gain of $1 million on investments in warrants;

• Other income of $17 million primarily comprised of the reversal of withholding tax provisions at certain of the Company’s operations, reduced by unfavourable foreign exchange movements of $3 million. The $13 million loss in the prior quarter was due to $17 million of foreign exchange losses primarily arising on value added taxes receivable denominated in Mexican pesos and cash and cash equivalents denominated in Canadian dollars;

• A lower effective tax rate in the fourth quarter of 2011, excluding the impact of foreign exchange on deferred income taxes, compared to the third quarter of 2011, primarily due to the proportion of earnings in lower tax rate jurisdictions being higher, partially offset by certain fourth quarter equity investment impairments not being tax effected due to uncertainty about the future ability to utilize the related unrealized capital losses. Additionally, income tax for the fourth quarter of 2011 was impacted by a $29 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 $96 million loss in the third quarter of 2011.

Adjusted net earnings amounted to $531 million, or $0.66 per share ⁽¹⁾, for the three months ended December 31, 2011, compared to $450 million, or $0.56 per share, for the prior quarter of 2011. Compared to the prior quarter, adjusted net earnings were significantly impacted by higher revenues resulting from higher sales volumes; partially offset by lower realized gold and silver prices and higher production costs as a result of increased volumes.

12    |    GOLDCORP

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

Total cash costs (by-product) marginally increased to $261 per gold ounce ⁽²⁾, in the fourth quarter of 2011, as compared to $258 per gold ounce in the prior quarter. The increase in cash costs per ounce was primarily due to higher production costs as a result of higher employee costs, increased YMAD payments and lower by-product sales credits.

(1) Adjusted net earnings and adjusted net earnings per share are non-GAAP performance measures. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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 44 for a reconciliation of adjusted net earnings to reported net earnings attributable to shareholders of Goldcorp.

(2) Total cash costs are a non-GAAP performance measure. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the 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 by-product copper, silver, lead and zinc sales revenues from production costs.

GOLDCORP    |    13

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

RESULTS OF OPERATIONS

Years ended December 31

		Revenues		Gold produced (ounces)		Gold sold (ounces)		Average realized gold price (per ounce)		Earnings (loss) from operations and associates		Total cash costs (per gold ounce) (1)
Red Lake	2011	$	971		622,000		623,200	$	1,554	$	636	$	360
	2010	$	866		703,300		701,000	$	1,233	$	528	$	297
Porcupine	2011		434		273,100		273,100		1,587		132		656
	2010		329		265,900		265,900		1,234		74		595
Musselwhite	2011		381		242,600		241,500		1,574		158		725
	2010		319		258,700		257,200		1,239		112		625
Peñasquito (1)(2)	2011		1,144		254,100		233,400		1,576		376		(847)
	2010		357		168,200		82,000		1,355		109		(863)
Los Filos	2011		522		336,500		334,900		1,553		302		463
	2010		378		306,100		304,200		1,237		187		423
El Sauzal	2011		160		100,500		100,500		1,583		62		524
	2010		189		152,100		152,200		1,234		72		301
Marlin (1)	2011		907		382,400		381,100		1,598		607		(343)
	2010		501		296,100		296,000		1,241		269		(19)
Alumbrera (1)	2011		571		133,500		134,000		1,582		176		(188)
	2010		596		152,000		146,800		1,270		223		(619)
Marigold	2011		163		102,500		103,700		1,573		61		784
	2010		112		91,200		91,200		1,224		30		678
Wharf	2011		109		67,500		64,800		1,578		58		643
	2010		91		73,300		71,300		1,233		35		645
Other (4)	2011		-		-		-		-		(330)		-
	2010		-		-		-		-		(223)		-
Total – continuing operations	2011		5,362		2,514,700		2,490,200		1,572		2,238		223
	2010		3,738		2,466,900		2,367,800		1,242		1,416		271
San Dimas (1)(3)	2011		-		-		-		-		-		-
	2010		62		53,400		46,000		1,154		31		409
Terrane (3)	2011		-		-		-		-		-		-
	2010		-		-		-		-		(16)		-
Total – including discontinued operations	2011	$	5,362		2,514,700		2,490,200	$	1,572	$	2,238	$	223
	2010	$	3,800		2,520,300		2,413,800	$	1,240	$	1,431	$	274

(1) Total cash costs per gold ounce on a by-product basis is calculated net of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin; by-product silver sales revenues for San Dimas at $4.04 per silver ounce to August 6, 2010 sold to Silver Wheaton; 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 $3.90 per silver ounce sold to Silver Wheaton).

(2) Excludes commissioning sales ounces from Peñasquito prior to September 1, 2010, as revenues from sales were credited against capitalized project costs.

(3) The Company’s interest in Terrane and San Dimas which were disposed of on October 20, 2010 and August 6, 2010, respectively, and previously reported as separate operating segments have been reclassified as discontinued operations. Refer to page 42 for further details on the discontinued operations.

(4) Includes corporate activities and Goldcorp’s share of net earnings and losses of associates.

14    |    GOLDCORP

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

Three months ended December 31

		Revenues		Gold produced (ounces)		Gold sold (ounces)		Average realized gold price (per ounce)		Earnings (loss) from operations and associates		Total cash costs (per gold ounce) (1)
Red Lake	2011	$	256		154,000		153,000	$	1,664	$	171	$	374
	2010	$	254		187,000		184,400	$	1,374	$	160	$	313
Porcupine	2011		126		74,700		74,900		1,668		16		593
	2010		93		67,900		67,900		1,365		25		656
Musselwhite	2011		95		56,800		56,900		1,669		40		753
	2010		105		79,900		76,500		1,372		48		572
Peñasquito (1)(2)	2011		297		82,300		67,900		1,607		82		(447)
	2010		271		53,900		55,200		1,393		83		(1,002)
Los Filos	2011		139		85,200		83,600		1,661		83		503
	2010		117		84,900		84,200		1,381		65		400
El Sauzal	2011		48		27,500		28,400		1,674		19		535
	2010		54		38,500		38,600		1,377		23		303
Marlin (1)	2011		323		130,700		135,000		1,689		227		(337)
	2010		179		92,300		89,400		1,376		111		(224)
Alumbrera (1)	2011		137		23,200		29,100		1,651		14		508
	2010		186		42,200		38,800		1,422		85		(1,002)
Marigold	2011		49		27,800		30,200		1,662		20		799
	2010		36		27,000		26,000		1,372		10		787
Wharf	2011		45		25,700		26,000		1,655		29		523
	2010		25		16,000		17,600		1,372		9		788
Other (4)	2011		-		-		-		-		(156)		-
	2010		-		-		-		-		(59)		-
Total – continuing operations	2011		1,515		687,900		685,000		1,663		545		261
	2010		1,320		689,600		678,600		1,378		560		164
Terrane (3)	2011		-		-		-		-		-		-
	2010		-		-		-		-		(10)		-
Total – including discontinued operations	2011	$	1,515		687,900		685,000	$	1,663	$	545	$	261
	2010	$	1,320		689,600		678,600	$	1,378	$	550	$	164

(1) Total cash costs per gold ounce on a by-product basis is calculated net of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $3.90 per silver ounce sold to Silver Wheaton).

(2) Operating results exclude commissioning sales ounces from Peñasquito prior to September 1, 2010, as revenues from sales were credited against capitalized project costs.

(3) The Company’s interest in Terrane, which was disposed of on October 20, 2010 and previously reported as a separate operating segment has been reclassified as discontinued operations. Refer to page 42 for further details on the discontinued operations.

(4) Includes corporate activities and Goldcorp’s share of net earnings and losses of associates.

GOLDCORP    |    15

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

OPERATIONAL REVIEW

Red Lake gold mines, Canada

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore milled		210,600		201,500		201,200		226,300		839,600		876,600
Average mill head grade (grams/tonne)		28.98		24.57		19.95		22.18		23.94		25.47
Average recovery rate		96%		97%		97%		96%		97%		97%
Gold (ounces)
– Produced		186,100		154,900		127,000		154,000		622,000		703,300
– Sold		182,000		160,800		127,400		153,000		623,200		701,000
Average realized gold price (per ounce)	$	1,403	$	1,510	$	1,694	$	1,664	$	1,554	$	1,233
Total cash costs (per ounce)	$	322	$	352	$	405	$	374	$	360	$	297
Financial Data
Revenues	$	256	$	243	$	216	$	256	$	971	$	866
Depreciation and depletion	$	25	$	22	$	20	$	22	$	89	$	112
Earnings from operations	$	167	$	158	$	140	$	171	$	636	$	528
Expenditures on mining interests	$	58	$	68	$	75	$	67	$	268	$	204

Gold production for 2011 of 622,000 ounces was 12%, or 81,300 ounces, less than in 2010 due to a 4% decrease in milled tonnes and a 6% decrease in the average mill head grade. Lower grades were realized from the High Grade Zone during the third quarter of 2011 as a result of intersecting a lower grade section of the ore body, reducing the overall grade for the year. As planned, development focused on the Footwall Zones to provide flexibility in future mining areas which resulted in fewer tonnes mined from the Sulphide Zones and Campbell Complex during the year.

Cash costs were 21%, or $63 per ounce, higher than in 2010 due to lower gold production ($38 per ounce, or 60%), a stronger Canadian dollar ($17 per ounce, or 27%), and higher operating costs ($8 per ounce, or 13%). The increase in operating costs was attributable to an increase in mining contractors ($10 million) primarily as a result of additional long-hole drilling, offset by energy rebates resulting from the implementation of an energy management plan during 2011 ($5 million).

Gold production for the fourth quarter of 2011 was 21%, or 27,000 ounces, higher than in the third quarter of 2011 due to 12% higher mill throughput at 11% higher grades. Higher grades were realized due to the High Grade Zone performing as expected and tonnage was positively impacted by additional tonnage from long-hole stopes mined during the fourth quarter of 2011.

Cash costs for the fourth quarter of 2011 were 8%, or $31 per ounce, lower than in the prior quarter due to higher gold production ($68 per ounce, or 219%) and a weaker Canadian dollar ($16 per ounce, or 52%), offset by higher operating costs ($53 per ounce, or 171%). The increase in operating costs was attributable to higher contractor costs ($3 million) to support additional long-hole drilling and increased operational development and higher power costs ($2 million) due to colder temperatures.

The continued depth development of the 4199 exploration ramp during 2011 allowed for significant exploration drilling throughout the year. Additionally, exploration and development work continued to advance the Upper Red Lake Complex, the Far East Zone and the Footwall Zones into sustained production as alternate sources of ore and to complement the fill the mills program and to provide flexibility. Evaluation of the potential of bulk long-hole mining, based on recent results from surface drilling, will continue into mid-2012.

Red Lake 2011 proven and probable gold reserves totaled 3.95 million ounces. Drilling of the High Grade Zone has identified the possibility of a fault offset of the zone below the 52 level, approximately 300 metres and 5 years ahead of the current mining horizon. Deep underground drilling conducted several years ago identified high grade ore intercepts at both the 55 and 57 levels that suggest the continuity of the zone. Drilling efforts are currently investigating the extension of these intercepts. During 2012, plans are underway to extend the ramp and increase power and ventilation to allow additional exploration drilling in the deepest portions of the mine.

16    |    GOLDCORP

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

Porcupine mines, Canada

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Hoyle Pond underground (tonnes)		77,600		74,300		79,200		83,600		314,700		327,300
Hoyle Pond underground (grams/tonne)		11.25		13.12		18.36		13.03		13.96		11.24
Dome underground (tonnes)		144,600		120,700		85,300		107,100		457,700		578,500
Dome underground (grams/tonne)		3.18		3.78		4.09		6.19		4.21		3.38
Stockpile (tonnes)		788,000		820,400		845,600		883,500		3,337,500		3,223,600
Stockpile (grams/tonne)		0.90		0.88		0.94		0.84		0.89		1.00
Tonnes of ore milled		1,010,300		1,015,400		1,010,100		1,074,200		4,110,000		4,129,400
Average mill head grade (grams/tonne)		2.02		2.12		2.57		2.32		2.26		2.14
Average recovery rate		91%		91%		93%		91%		91%		92%
Gold (ounces)
– Produced		59,800		62,300		76,300		74,700		273,100		265,900
– Sold		59,200		63,200		75,800		74,900		273,100		265,900
Average realized gold price (per ounce)	$	1,392	$	1,515	$	1,719	$	1,668	$	1,587	$	1,234
Total cash costs (per ounce)	$	733	$	710	$	614	$	593	$	656	$	595
Financial Data
Revenues	$	82	$	96	$	130	$	126	$	434	$	329
Depreciation and depletion	$	21	$	20	$	19	$	20	$	80	$	82
Earnings from operations (1)	$	18	$	32	$	66	$	16	$	132	$	74
Expenditures on mining interests	$	22	$	22	$	24	$	24	$	92	$	88

(1) Earnings from operations were impacted by a non-cash provision (three months ended December 31, 2011 – $42 million; year ended December 31, 2011 – $33 million) related to the revisions in estimates on the reclamation and closure cost obligations for the Porcupine mine’s closed sites.

Gold production for 2011 was 3%, or 7,200 ounces, more than in 2010 primarily due to 6% higher grades. Porcupine consists of three mining operations, Hoyle Pond, Dome and Stockpile, which feed one processing facility. The Hoyle Pond underground operation experienced 24% higher grades primarily due to higher grades in the VAZ zone and 4% lower tonnage due to the increasing depth of the operation as well as lower development rates in the first half of 2011. The Dome underground operation experienced 25% higher than expected grades and 21% lower tonnage due to mine sequencing in the bulk zone and short-term hoisting interruptions in the third quarter of 2011. Material reclaimed from Stockpile provided 11% lower grades, as planned, at similar tonnage to 2010.

Cash costs were 10%, or $61 per ounce, higher than in 2010 due to higher operating costs ($44 per ounce, or 72%), a stronger Canadian dollar ($33 per ounce, or 54%), partially offset by higher gold production ($16 per ounce, or 26%). The increase in operating costs as compared to the prior year was primarily due to higher employee costs ($9 million), increased contractor costs ($5 million), maintenance and consumable costs ($5 million) and increased fuel costs due to higher unit rates and consumption in the surface mining activities ($1 million), partially offset by lower electricity rates and rebates resulting from energy management plans ($8 million).

Gold production for the fourth quarter of 2011 was 2%, or 1,600 ounces, lower than in the third quarter of 2011. The Hoyle Pond underground operation experienced 29% lower grades due to fill sequencing in the high grade VAZ zones, partially offset by 6% higher tonnage from long-hole stopes in alternate lower grade zones. The Dome underground operation experienced 51% higher grades and 26% higher tonnage due to the mining sequence in the bulk zones. The Stockpile reclaim sequence moved into lower grade material as planned, providing 11% lower grades with 4% higher tonnage than in the third quarter of 2011.

Cash costs for the fourth quarter of 2011 were 3%, or $21 per ounce, lower than in the third quarter of 2011 due to a weaker Canadian dollar ($25 per ounce, or 119%) and marginally lower operating costs ($3 per ounce, or 14%), offset by lower gold

GOLDCORP    |    17

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

production ($7 per ounce, or 33%). The movement in operating costs was attributable to lower employee costs ($3 million), offset by higher maintenance and consumable costs ($2 million) and higher electricity costs ($1 million) resulting from increased tonnage milled.

Exploration during 2011 was focused on current mineralization zones, both laterally and at depth at Hoyle Pond, particularly the high-grade VAZ zones, as well as expansion of the TVZ zone. Results for the VAZ drilling have been very positive. Existing surface drill programs were accelerated in the second half of the year with ten surface drills testing similar mineralization at surface. New near-surface mineralization was identified in the sediments and follow-up drilling occurred to further understand the continuity and geometry of the mineralization.

The Hoyle Pond Deep project is being advanced in order to access both depth extensions of the current ore bodies and newly discovered zones and to enhance operational flexibility and efficiencies throughout the Hoyle Pond operation. The key component of construction involves a new 5.5 metre diameter deep winze (shaft) commencing on the 355 metre level and extending to a total depth of 2,200 metres below surface. During 2011, work focused on lateral development underground, finishing major excavation for the hoist rooms and shaft access. Additionally, foundations were laid for the surface hoist and a pilot raise was completed to align the shaft in preparation for the commencement of shaft sinking planned for the first half of 2012. Expenditures for 2011 totalled $35 million ($8 million for the fourth quarter of 2011).

The Hollinger open pit project is an open pit mine focused on mining the surface extensions of the historical Hollinger underground mine, near the Porcupine complex in Timmins. The $75 million construction phase for the project has begun and will continue for a period of 12 - 18 months, with initial focus on equipment procurement, installation of the dewatering system, site clearing, and development of the 5 kilometre haulage road between the Hollinger site and the Dome mill. The mine is expected to begin production in the third quarter of 2012.

Porcupine mines contained 4.06 million ounces of proven and probable gold reserves at December 31, 2011 (up 23% compared to December 31, 2010). Exploration success during the year combined with a higher gold price assumption resulted in the increase in reserves that more than replaced reserves mined in the year with the addition of 0.77 million ounces. More than half of the ounces added were from existing extensions at the Hoyle Pond underground operation.

18    |    GOLDCORP

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

Musselwhite mine, Canada

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore milled		350,200		334,600		301,200		341,300		1,327,300		1,446,800
Average mill head grade (grams/tonne)		6.22		5.73		6.25		5.47		5.91		5.78
Average recovery rate		96%		96%		96%		96%		96%		96%
Gold (ounces)
– Produced		67,300		58,800		59,700		56,800		242,600		258,700
– Sold		68,800		57,900		57,900		56,900		241,500		257,200
Average realized gold price (per ounce)	$	1,392	$	1,513	$	1,757	$	1,669	$	1,574	$	1,239
Total cash costs (per ounce)	$	621	$	767	$	778	$	753	$	725	$	625
Financial Data
Revenues	$	96	$	88	$	102	$	95	$	381	$	319
Depreciation and depletion	$	10	$	8	$	9	$	9	$	36	$	36
Earnings from operations	$	40	$	32	$	46	$	40	$	158	$	112
Expenditures on mining interests	$	18	$	16	$	12	$	21	$	67	$	78

Gold production for 2011 was 6%, or 16,100 ounces, less than in 2010 due to 8% lower throughput, partially offset by 2% higher grades. Lower throughput for the year was primarily attributable to forest fires in July when, due to their proximity to the mine site and camp, the majority of Musselwhite’s 380 employees were evacuated for 20 days. The increased grades were due to mining of higher grade material in the PQ Deeps zone.

Cash costs were 16%, or $100 per ounce, higher than in 2010 due to decreased gold production ($41 per ounce, or 41%), a stronger Canadian dollar ($35 per ounce, or 35%) and higher operating costs ($24 per ounce, or 24%). The increase in operating costs for the year was primarily attributable to reaching the threshold for additional royalty payments ($5 million), increased employee costs ($4 million) due to increased manpower and higher wages, higher diesel fuel costs ($3 million), partially offset by lower power costs upon implementation of the energy management plan ($5 million) and reduced underground operational development costs ($3 million).

Exploration drilling in 2011 continued to focus on the underground extension of both the Lynx Zone discovery and PQ Deeps resources. The Lynx resource has been extended 300 metres north and 100 metres south of the 2010 resource boundary, with mineralization open along strike and up and down dip. Underground drilling in the PQ Deeps has extended the resource 200 metres north of the 2010 resource boundary and remains open along strike. Surface drilling on the north shore of Opapamiskin Lake continues to investigate the projection of the Lynx Zone.

Exploration in the first quarter of 2012 will see the existing surface rigs continue to target the northern extensions of mineralization, while two additional rigs will drill from the frozen Lake Opapimiskan focusing on the up dip projection of the Lynx Zone above the existing resource.

Gold production at Musselwhite for the fourth quarter of 2011 was 5%, or 2,900 ounces, less than in the third quarter of 2011 due to a decrease in grades of 12%, partially offset by a 13% increase in mill throughput. Grades were lower in the fourth quarter due to lower grade stopes mined in PQ Deeps and increased dilution of the ore. Higher tonnage was processed in the fourth quarter of 2011 compared to the prior quarter with the mill being offline for much of July as a result of the forest fires in the area.

Cash costs for the fourth quarter of 2011 were 3%, or $25 per ounce, lower than in the prior quarter due a weaker Canadian dollar ($31 per ounce, or 124%) and lower operating costs ($7 per ounce, or 28%), partially offset by lower gold production ($13 per ounce, or 52%). The lower operating costs were primarily due to lower surface infrastructure maintenance costs ($1 million) and lower underground operational development costs ($1 million), partially offset by higher power costs ($2 million) due to colder temperatures.

GOLDCORP    |    19

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

Musselwhite mine contained 2.28 million ounces of proven and probable gold reserves at December 31, 2011 (up 8% compared to December 31, 2010) due to exploration success in the Lynx and PQ Deeps and a decrease in cut-off grade associated with a higher gold price assumption. Increased reserves were partially offset by revisions to reserves in the PQ Deeps. Resources declined by 44,000 ounces year over year. The decline in resources is attributable to the conversion of resources into reserves in the Lynx Zone.

20    |    GOLDCORP

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

Peñasquito mine, Mexico

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore mined		13,859,300		8,973,800		8,690,400		12,034,400		43,557,900		31,392,100
Tonnes of waste removed		31,048,200		30,490,200		26,074,600		24,223,400		111,836,400		152,272,100
Ratio of waste to ore		2.2		3.4		3.0		2.0		2.6		4.9
Average head grade
Gold (grams/tonne)		0.31		0.35		0.36		0.44		0.37		0.27
Silver (grams/tonne)		23.51		27.11		25.27		28.68		26.20		27.57
Lead		0.32%		0.38%		0.33%		0.35%		0.34%		0.38%
Zinc		0.53%		0.64%		0.63%		0.76%		0.64%		0.63%
Sulphide Ore
Tonnes of ore milled		7,937,200		7,360,600		7,084,500		8,617,000		30,999,200		20,637,600
Average recovery rate (1)
Gold		56%		59%		58%		66%		61%		48%
Silver		70%		73%		73%		77%		74%		58%
Lead		69%		68%		68%		74%		70%		60%
Zinc		71%		75%		76%		79%		76%		65%
Concentrates Produced – Payable Metal Produced
Lead Concentrate (DMT)		30,800		33,400		28,500		39,800		132,500		79,800
Zinc Concentrate (DMT)		50,500		61,500		57,100		89,200		258,300		143,700
Gold (ounces)		40,600		43,100		42,800		71,800		198,300		89,800
Silver (ounces)		3,765,400		4,123,500		3,779,600		5,486,000		17,154,500		10,946,400
Lead (thousands of pounds)		36,500		38,500		33,600		46,100		154,700		97,400
Zinc (thousands of pounds)		55,600		66,500		66,400		97,900		286,400		154,500
Oxide Ore
Tonnes of ore processed		3,955,500		3,050,700		2,161,400		1,959,400		11,126,000		10,540,200
Produced
Gold (ounces)		17,000		15,300		13,000		10,500		55,800		78,400
Silver (ounces)		609,000		478,800		423,600		379,600		1,891,000		3,006,200
Sulphide and Oxide Ores – Payable Metal Produced
Gold (ounces)		57,600		58,400		55,800		82,300		254,100		168,200
Silver (ounces)		4,374,400		4,602,300		4,203,200		5,865,600		19,045,500		13,952,600
Lead (thousands of pounds)		36,500		38,500		33,600		46,100		154,700		97,400
Zinc (thousands of pounds)		55,600		66,500		66,400		97,900		286,400		154,500
Sulphide and Oxide Ores – Payable Metal Sold
Gold (ounces)		50,900		64,400		50,200		67,900		233,400		165,300
Silver (ounces)		4,075,200		4,894,500		3,819,800		5,103,000		17,892,500		13,860,500
Lead (thousands of pounds)		31,400		41,200		29,200		40,200		142,000		94,500
Zinc (thousands of pounds)		59,500		60,300		67,400		78,500		265,700		143,900
Average realized prices
Gold (per ounce)	$	1,403	$	1,530	$	1,769	$	1,607	$	1,576	$	1,355
Silver (per ounce) (2)	$	27.11	$	28.03	$	30.64	$	23.26	$	27.02	$	21.69
Lead (per pound)	$	1.21	$	1.15	$	1.00	$	0.89	$	1.06	$	1.11
Zinc (per pound)	$	1.07	$	1.03	$	0.93	$	0.84	$	0.96	$	1.08
Total Cash Costs (per ounce of gold) (3)	$	(1,488)	$	(801)	$	(796)	$	(447)	$	(847)	$	(863)
Financial Data and Key Performance Indicators
Revenues (2)	$	259	$	317	$	271	$	297	$	1,144	$	357
Depreciation and depletion	$	40	$	46	$	38	$	46	$	170	$	63
Earnings from operations (2)	$	106	$	102	$	86	$	82	$	376	$	109
Expenditures on mining interests	$	18	$	20	$	51	$	81	$	170	$	197
Sales revenues credited to mining interests, net of treatment and refining charges on concentrate sales (2)	$	-	$	-	$	-	$	-	$	-	$	326
Mining cost per tonne	$	1.32	$	1.52	$	1.55	$	1.89	$	1.56	$	1.12
Milling cost per tonne	$	7.08	$	8.89	$	8.96	$	8.47	$	8.32	$	7.09
General and administration cost per tonne milled	$	1.42	$	1.87	$	1.98	$	2.39	$	1.92	$	2.48
Off-site cost per tonne sold (lead) (4)	$	494	$	541	$	616	$	622	$	569	$	449
Off-site cost per tonne sold (zinc) (4)	$	377	$	350	$	355	$	342	$	355	$	385

(1) Gold and silver metallurgical recoveries reflect global recoveries to both lead and zinc concentrates. Precious metal recoveries reporting to zinc concentrates in the fourth quarter were approximately 7% and 9% for gold and silver, respectively.

GOLDCORP    |    21

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

(2) Includes 25% of silver ounces sold to Silver Wheaton at $3.90 per ounce. The remaining 75% of silver ounces are sold at market rates.

(3) The calculation of total cash costs per ounce of gold is net of by-product silver, lead and zinc sales revenues. If silver, lead and zinc were treated as co-products, average total cash costs at Peñasquito for 2011 would be $789 per ounce of gold, $10.51 per ounce of silver, $0.89 per pound of lead and $0.79 per pound of zinc, respectively. Commencing January 2011, production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). The budget silver price for Peñasquito takes into consideration that 25% of silver ounces are sold to Silver Wheaton at $3.90 per ounce with the remaining 75% of silver ounces sold at market rates. Using actual realized sales prices, the co-product average total cash costs would be $739 per ounce of gold, $13.06 per ounce of silver, $0.85 per pound of lead, and $0.68 per pound of zinc for 2011.

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

Gold production for 2011 of 254,100 ounces was 51%, or 85,900 ounces, higher than in 2010 due to the continued ramp up of the sulphide mill throughput rates combined with higher sulphide ore grades and metallurgical recoveries, partially offset by lower oxide gold production. Higher ore grades and metallurgical recoveries were achieved due to the continued advancement of mining operations into the heart of the sulphide zone.

Cash costs for 2011 were 2%, or $16 per ounce, higher than in 2010 due to higher operating costs ($1,189 per ounce) and a stronger Mexican peso ($25 per ounce), partially offset by increased by-product credits ($450 per ounce) and higher gold production ($748 per ounce). The Mexican peso strengthened in 2011 when compared to the four months of 2010 in which Peñasquito was in operation. Higher operating costs resulted primarily from increased labour costs, higher fuel prices and consumption rates, higher electricity prices, higher maintenance contract rates and higher off-site costs.

Gold production for the fourth quarter of 2011 was 47%, or 26,500 ounces, more than in the third quarter of 2011 due to 22% higher sulphide mill throughput, 22% higher gold ore grades and 14% higher metallurgical recoveries. Improved ore grades resulted from mining activities being focused on the higher grade ore in the lower benches of the pit during the fourth quarter of 2011.

Cash costs for the fourth quarter of 2011 were 44%, or $349 per ounce, higher than in the prior quarter due to lower by-product credits ($819 per ounce) and higher operating costs ($585 per ounce), partially offset by higher gold production ($891 per ounce) and a weaker Mexican peso ($164 per ounce). Higher operating costs compared to the prior quarter resulted primarily from increased employee costs.

Peñasquito continued to ramp up production achieving sulphide plant throughput of 93,700 tonnes per day in the fourth quarter with the month of December averaging 107,000 tonnes per day. Key projects including the HPGR supplemental feed system and the increase in height of the tailings dam were completed in the beginning of 2012 and remain on track to achieve the target plant design throughput of 130,000 tonnes per day for the end of the first quarter of 2012.

Construction of the Waste Rock Overland Conveyor system, previously referred to as the In-Pit Crushing and Conveyor (“IPCC”) system, is proceeding according to schedule towards commissioning of the sizer and overland conveyor in the second half of 2012. The waste rock overland conveying system, including the waste stacker, is expected to achieve full production rates in the first quarter of 2013.

On November 1, 2011, Peñasquito commenced receiving electricity from a subsidiary of InterGen in accordance with an interim power supply agreement which resulted in the delivery of approximately 50 megawatt (“MW”) capacity (approximately one third of current demand) to Peñasquito at discounted prices.

A further cost reduction will be realized when the 200MW gas-fired, combined-cycle San Luis de la Paz power plant comes online. Approximately 90% of the plant’s capacity will be committed to Peñasquito and other Goldcorp Mexican operations. Work is progressing towards obtaining regulatory and environmental approvals and construction is now expected to begin in the second half of 2012 with completion by the end of 2014.

Exploration activities in 2011 focused on the definition of the geophysical anomalies and extension of the deep mantos deposits. The RAB drilling identified three anomalies, the most important is located northeast of the Peñasco diatreme, confirming the northeast trend of mineralization. During 2011, eight diamond drill holes were completed for a total of 8,680 metres and 59 RAB holes were completed for a total of 2,496 metres.

22    |    GOLDCORP

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

Peñasquito’s open pit operations contained 16.54 million ounces of proven and probable gold reserves at December 31, 2011 (down 11% compared to December 31, 2010) principally due to depletion (540,000 ounces) and increased operating costs which resulted in a downgrade of marginal (low profit) reserves into resources.

GOLDCORP    |    23

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

Los Filos mine, Mexico

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore mined		6,016,300		6,492,300		6,639,200		7,124,100		26,271,800		27,499,700
Tonnes of waste removed		9,468,100		7,893,100		12,327,500		9,974,600		39,663,300		31,644,900
Ratio of waste to ore		1.6		1.2		1.9		1.4		1.5		1.2
Tonnes of ore processed		6,034,000		6,619,700		6,684,100		7,228,000		26,565,800		28,055,300
Average grade processed (grams/tonne)		0.75		0.71		0.74		0.75		0.74		0.67
Average recovery rate (1)		46%		47%		47%		47%		47%		44%
Gold (ounces)
– Produced		94,600		83,500		73,200		85,200		336,500		306,100
– Sold		94,100		82,900		74,300		83,600		334,900		304,200
Average realized gold price (per ounce)	$	1,382	$	1,514	$	1,691	$	1,661	$	1,553	$	1,237
Total cash costs (per ounce)	$	427	$	438	$	490	$	503	$	463	$	423
Financial Data
Revenues	$	130	$	126	$	127	$	139	$	522	$	378
Depreciation and depletion	$	14	$	18	$	13	$	13	$	58	$	50
Earnings from operations	$	75	$	67	$	77	$	83	$	302	$	187
Expenditures on mining interests	$	19	$	13	$	29	$	13	$	74	$	48

(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.

During 2011, Los Filos achieved record production of 336,500 ounces. Gold production for 2011 was 10%, or 30,400 ounces, more than in 2010 due to the combined effects of 10% higher grades processed, 13% higher solution throughput and 7% higher recovery. The increase in grades and recovery was primarily attributable to a 60%, or 1,410,100 tonnes, increase in higher grade ore from the underground and higher grade ore from the Los Filos pit processed through the crushing and agglomeration plant. The 13% increase in solution throughput was a result of the carbon plant capacity expansion completed during the second quarter of 2011.

Cash costs for 2011 were 9%, or $40 per ounce, higher than in 2010 due to higher operating costs ($98 per ounce, or 247%), offset by an increase in gold production ($41 per ounce, or 104%) and a weaker Mexican peso ($17 per ounce, or 43%). The increase in operating costs was mainly attributable to higher employee costs ($13 million), maintenance spare parts ($7 million), consumables ($5 million), mine equipment rentals ($4 million), diesel consumption ($4 million) and explosives ($3 million), partially offset by a decrease in contractors ($4 million).

Gold production for the fourth quarter of 2011 was 16%, or 12,000 ounces, higher than in the third quarter of 2011 due to an 8% increase in tonnage processed, 7% higher solution throughput and 1% higher grades as well as improved pregnant solution gold contents as the wet season ended.

Cash costs for the fourth quarter of 2011 were 3%, or $13 per ounce, higher than in the third quarter of 2011 due to higher operating costs ($86 per ounce), partially offset by an increase in gold production ($55 per ounce) and a weaker Mexican peso ($18 per ounce). The increase in operating costs was primarily attributable to higher employee costs ($2 million) and other costs ($4 million), including maintenance spare parts, consumables, mine equipment rentals and contractor costs.

The construction of further phases of the Los Filos heap leach pad facility started during the fourth quarter of 2011 and is expected to be completed late in the second quarter of 2012.

The Los Filos mine contained 7.75 million ounces in proven and probable gold reserves at December 31, 2011 (up 42% compared to December 31, 2010). The 2011 exploration program ended successfully with an additional 2.39 million ounces in gold reserves confirming the extension of Los Filos pit towards the 4P south area, and El Bermejal pit towards the north. Both pit extensions provide a significant addition of mineral reserves to the Los Filos property.

24    |    GOLDCORP

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

El Sauzal mine, Mexico

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore mined		520,100		550,500		555,300		483,400		2,109,200		2,540,900
Tonnes of waste removed		1,498,200		1,007,100		1,017,900		981,500		4,504,600		4,334,000
Ratio of waste to ore		2.9		1.8		1.8		2.0		2.1		1.7
Tonnes of ore milled		525,800		517,400		526,400		506,300		2,075,900		2,050,300
Average grade processed (grams/tonne)		1.53		1.43		1.63		1.80		1.60		2.45
Average recovery rate		95%		94%		95%		94%		94%		94%
Gold (ounces)
– Produced		24,500		22,400		26,100		27,500		100,500		152,100
– Sold		24,500		22,100		25,500		28,400		100,500		152,200
Average realized gold price (per ounce)	$	1,391	$	1,519	$	1,721	$	1,674	$	1,583	$	1,234
Total cash costs (per ounce)	$	499	$	593	$	475	$	535	$	524	$	301
Financial Data
Revenues	$	34	$	34	$	44	$	48	$	160	$	189
Depreciation and depletion	$	6	$	13	$	11	$	13	$	43	$	66
Earnings from operations	$	15	$	7	$	21	$	19	$	62	$	72
Expenditures on mining interests	$	4	$	3	$	2	$	2	$	11	$	8

Gold production in 2011 was 34%, or 51,600 ounces, lower than in 2010 mainly due to 17% lower tonnage mined and 35% lower grades consistent with the mine plan.

Cash costs were 74%, or $223 per ounce, higher than in 2010 due to lower gold production ($166 per ounce, or 75%) and higher operating costs ($80 per ounce, or 36%), partially offset by the favourable impact of a weaker Mexican peso ($23 per ounce, or 11%). The increase in operating costs was primarily attributable to higher employee costs ($3 million), increased contractor costs ($3 million) and higher maintenance and power costs ($2 million), partially offset by lower site costs and insurance ($2 million).

Gold production for the fourth quarter of 2011 was 5%, or 1,400 ounces, more than in the third quarter of 2011, primarily due to 10% higher grades, consistent with the mine plan.

Cash costs for the fourth quarter of 2011 were 13%, or $60 per ounce, higher than in the third quarter of 2011 due to higher operating costs ($132 per ounce, or 222%), partially offset by higher gold production ($49 per ounce, or 82%) and a weaker Mexican peso ($23 per ounce, or 40%). The increase in operating costs was due mainly to higher employee costs, consumables and maintenance.

The environmental permit for the Trini Pit second stage stripping was received in the third quarter of 2011. El Sauzal’s life of mine has been extended by an additional three years to 2015 as the second stage of the Trini Pit is anticipated to yield in excess of 200,000 gold ounces. Exploration drilling continues to identify areas with potential for reserve addition. These areas are limited to targets adjacent to the existing pits.

El Sauzal contained 0.26 million ounces of proven and probable gold reserves at December 31, 2011 (down 4% compared to December 31, 2010) due to depletion (88,000 ounces) largely offset by improved operational costs and increased metal prices.

GOLDCORP    |    25

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

Marlin mine, Guatemala

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore milled		373,200		371,200		415,900		525,300		1,685,600		1,599,700
Average mill head grade (grams/tonne)
– Gold		6.91		6.66		7.62		7.96		7.36		5.94
– Silver		166		170		188		186		179		141
Average recovery rate
– Gold		96%		96%		96%		95%		96%		96%
– Silver		91%		91%		92%		89%		91%		87%
Produced (ounces)
– Gold		77,800		78,900		95,000		130,700		382,400		296,100
– Silver		1,769,000		1,896,400		2,291,100		2,822,600		8,779,100		6,259,200
Sold (ounces)
– Gold		77,900		79,600		88,600		135,000		381,100		296,000
– Silver		1,835,800		1,860,600		2,002,000		3,050,400		8,748,800		6,216,600
Average realized price (per ounce)
– Gold	$	1,392	$	1,509	$	1,719	$	1,689	$	1,598	$	1,241
– Silver	$	32.91	$	37.54	$	36.02	$	31.33	$	34.06	$	21.41
Total cash costs (per ounce) (1)	$	(324)	$	(368)	$	(347)	$	(337)	$	(343)	$	(19)
Financial Data
Revenues	$	169	$	190	$	225	$	323	$	907	$	501
Depreciation and depletion	$	26	$	27	$	31	$	45	$	129	$	101
Earnings from operations	$	107	$	122	$	151	$	227	$	607	$	269
Expenditures on mining interests	$	19	$	26	$	27	$	33	$	105	$	73

(1) 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 2011 would be $323 per ounce of gold and $5.02 per ounce of silver (2010 – $319 and $5.35, respectively). Commencing January 2011, production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs would be $297 per ounce of gold and $6.14 per ounce of silver for 2011.

Gold and silver production for 2011 was 29%, or 86,300 ounces, and 40%, or 2,519,900 ounces, respectively, higher than in 2010. In comparison to 2010, tonnes milled were 27% higher due to the increase in plant throughput to optimize production in conjunction with the completion of the filter plant. In 2011, head grades for gold and silver were 24% and 27% higher, respectively, compared to 2010. The higher grades were consistent with the mine plan that included the completion of the Marlin open pit at the end of the year. Gold recovery rates were consistent with 2010, with 5% higher silver recovery. The higher recovery for silver was primarily due to the higher average mill head grades. The filter plant was completed and entered commissioning by year end. Production in 2012 will decline consistent with the planned transition to an exclusively underground operation as mining in the primary open pit is now complete. Stockpiled material with an average grade of approximately 1.1 grams per tonne is expected to make up approximately 40% of the mill feed at Marlin in 2012.

Cash costs for 2011 were $324 per ounce lower than in 2010 due to higher silver by-product sales credits ($332 per ounce, or 102%) and higher gold production ($96 per ounce, or 30%), partially offset by higher operating costs ($104 per ounce, or 32%). The increase in operating costs was due to an increase in consumables ($8 million) for the water treatment plant, royalties and community related expenses ($11 million), employee costs ($2 million), and power due to increased tonnage processed and higher unit prices ($2 million).

26    |    GOLDCORP

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

With record production for both gold and silver in the fourth quarter of 2011, gold and silver production was 38%, or 35,700 ounces, and 23%, or 531,500 ounces, higher, respectively, than in the third quarter of 2011. The increase in production was due to an increase of 11%, or 46,300 tonnes, milled and 4% higher gold head grade, partially offset by slightly lower recoveries.

Cash costs for the fourth quarter of 2011 were $10 per ounce higher than in the prior quarter due to lower silver by-product sales credits ($106 per ounce) and higher operating costs ($64 per ounce), partially offset by higher gold production ($160 per ounce). The increase in operating costs was primarily attributable to higher royalties and community related expenses ($2 million), higher consumables costs ($2 million) and increased employee costs and contractors ($2 million).

Proven and probable gold reserves at Marlin at December 31, 2011 are 1.25 million ounces (down 18% compared to December 31, 2010) due to reserve depletion in the open pit and the new operational focus on underground mining.

On December 7, 2011, the Inter-American Commission on Human Rights (“IACHR”), notified the Government of Guatemala of its decision to modify the precautionary measures. As modified, the precautionary measures no longer seek to have the Government suspend operations at the Marlin Mine. In 2010, the IACHR, an independent body of the Organization of American States, issued precautionary measures calling on the Government of Guatemala to take action, including suspension of mining activity at Marlin, to protect 18 Mayan communities against alleged environmental and public health concerns related to the mine’s operation. Following the completion of the administrative process mandated by Guatemala’s Mining Law, the Ministry of Energy and Mines on July 8, 2011, issued a resolution declaring that based on the information presented by the agencies of government, the petitioner, the local communities, and Montana Exploradora de Guatemala S.A. de C.V. (“Montana”), a wholly owned subsidiary of Goldcorp and the operator of Marlin, there is no cause for the suspension of operations at Marlin and that Montana has been carrying out mining operations in accordance with the mining law of Guatemala. On July 11, 2011, the Government of Guatemala petitioned the IACHR to declare the precautionary measures without further effect because the government has complied with the measures and because the investigations conducted by the government demonstrate that Marlin has not damaged the environment or health of the communities in the vicinity of the mine. The relevant documents prepared by the Government of Guatemala are available on the web at: http://www.mem.gob.gt/Portal/home.aspx and http://copredeh.gob.gt/index.php?showPage=972.

GOLDCORP    |    27

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

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

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore mined		990,200		2,000,400		2,320,900		3,023,700		8,335,300		9,383,600
Tonnes of waste removed		4,936,500		4,805,800		4,954,900		4,878,400		19,575,600		22,172,600
Ratio of waste to ore		5.0		2.4		2.1		1.6		2.30		2.4
Tonnes of ore milled		3,396,000		3,682,000		3,718,900		3,528,500		14,325,400		14,035,400
Average mill head grade
– Gold (grams/tonne)		0.45		0.47		0.44		0.30		0.42		0.46
– Copper		0.39%		0.45%		0.44%		0.30%		0.40%		0.46%
Average recovery rate
– Gold		69%		68%		72%		69%		69%		71%
– Copper		73%		77%		80%		79%		77%		83%
Produced
– Gold (ounces)		34,100		38,000		38,200		23,200		133,500		152,000
– Copper (thousands of pounds)		21,400		28,000		28,600		18,500		96,500		116,000
Sold
– Gold (ounces)		34,200		37,100		33,600		29,100		134,000		146,800
– Copper (thousands of pounds)		21,400		26,400		23,700		23,000		94,500		111,100
Average realized price
– Gold (per ounce)	$	1,383	$	1,540	$	1,773	$	1,651	$	1,582	$	1,270
– Copper (per pound)	$	4.27	$	4.15	$	2.61	$	3.70	$	3.68	$	3.71
Total cash costs (per gold ounce) (1)	$	(232)	$	(821)	$	(45)	$	508	$	(188)	$	(619)
Financial Data
Revenues	$	139	$	169	$	126	$	137	$	571	$	596
Depreciation and depletion	$	15	$	17	$	15	$	13	$	60	$	65
Earnings from operations	$	45	$	71	$	46	$	14	$	176	$	223
Expenditures for mining interests	$	-	$	1	$	12	$	14	$	27	$	16

(1) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue. If copper were treated as a co-product, total cash costs for 2011 would be $842 per ounce of gold and $2.34 per pound of copper (2010 – $671 and $1.99, respectively). Commencing January 2011, operating costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 2). Using actual realized sales prices, the co-product total cash costs for 2011 would be $905 per ounce of gold and $2.25 per pound for copper.

Goldcorp’s share of Alumbrera’s gold and copper production in 2011 was 12%, or 18,500 ounces, and 17%, or 19.5 million pounds, lower than in 2010, respectively. The decrease in gold and copper production was primarily attributable to 9% and 13% lower head grades and 3% and 8% lower recoveries, respectively, partially offset by 2% higher tonnes milled. The reduction in grades and recoveries resulted primarily from the transition of mining activity from Phase 9 to the lower grade Phase 10 areas of the pit and the processing of additional oxidized ore from low grade stockpiles in 2011 due to restricted ore access arising from geotechnical instability in the pit. Despite the lower tonnage mined and the higher gypsum content experienced in 2011 (7% higher than in 2010), tonnes milled were 2% higher than in 2010 as a result of improvements in the grinding and pebbles circuit which provided higher throughput.

Cash costs were 70%, or $431 per ounce, higher than in 2010 due to higher operating costs ($210 per ounce, or 49%), higher YMAD net proceeds payments and royalties ($104 per ounce, or 24%), higher export tax ($58 per ounce, or 13%) and lower gold production ($121 per ounce, or 28%), partially offset by higher by-product sales credits ($62 per ounce, or 14%). The increase in operating costs was primarily due to higher employee costs ($8 million), fuel ($5 million), power ($5 million), consumables and explosives ($5 million) and contractors ($3 million).

Goldcorp’s share of Alumbrera’s gold and copper production for the fourth quarter of 2011 was 39%, or 15,000 ounces, and 35%, or 10.1 million pounds, less than in the third quarter of 2011, respectively. In comparison to the prior quarter, Alumbrera experienced 32% lower head grades in both gold and copper, lower recoveries of 4% and 1%, respectively, and 5% lower ore milled. The lower head grades were due to processing more fresh ore material from Phase 10 West.

Cash costs for the fourth quarter of 2011 were $553 per ounce higher than in the third quarter of 2011 due to higher operating costs ($895 per ounce, or 162%), higher YMAD net proceeds payments and royalties ($610 per ounce, or 110%), higher export tax ($207 per ounce, or 37%) and lower gold production ($265 per ounce, or 48%), partially offset by higher by-product sales credits

28    |    GOLDCORP

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

($1,424 per ounce, or 258%). The increase in operating costs was primarily attributable to higher costs for maintenance ($2 million), contractors ($1 million), employee costs ($1 million) and consumables ($1 million), partially offset by lower costs for power ($2 million).

The provisional pricing impact of higher realized copper prices during the fourth quarter of 2011 was $3 million, or $111 per ounce, of which $6 million, or $192 per ounce, related to copper sales in the third quarter of 2011 that settled in the fourth quarter of 2011.

Goldcorp’s share of proven and probable gold reserves at Alumbrera at December 31, 2011 was 1.13 million ounces (down 15% compared to December 31, 2010) due to depletion from mining. No exploration is carried out at Alumbrera.

GOLDCORP    |    29

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

Marigold mine, United States (Goldcorp’s interest – 66.7%)

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore mined		2,033,200		2,165,400		2,451,800		1,946,000		8,596,400		6,162,600
Tonnes of waste removed		6,490,700		6,444,400		5,488,100		6,963,200		25,386,400		29,063,300
Ratio of waste to ore		3.2		3.0		2.2		3.6		3.0		4.7
Tonnes of ore processed		2,033,200		2,165,400		2,451,800		1,946,000		8,596,400		6,162,600
Average grade processed (grams/tonne)		0.54		0.56		0.64		0.58		0.58		0.61
Average recovery rate		73%		73%		73%		73%		73%		73%
Gold (ounces)
– Produced		22,500		26,600		25,600		27,800		102,500		91,200
– Sold		22,600		25,500		25,400		30,200		103,700		91,200
Average realized gold price (per ounce)	$	1,400	$	1,517	$	1,678	$	1,662	$	1,573	$	1,224
Total cash costs (per ounce)	$	785	$	764	$	788	$	799	$	784	$	678
Financial Data
Revenues	$	32	$	39	$	43	$	49	$	163	$	112
Depreciation and depletion	$	4	$	5	$	5	$	5	$	19	$	17
Earnings from operations	$	9	$	14	$	18	$	20	$	61	$	30
Expenditures for mining interests	$	4	$	4	$	7	$	10	$	25	$	20

Goldcorp’s share of Marigold’s gold production for 2011 was 12%, or 11,300 ounces, higher than in 2010 as a result of a 39% increase in tonnage placed at 5% lower grades compared to 2010. Tonnage increased as mining transitioned from stripping the Basalt Phase 7 pit into the ore body during the year. Recoverable ounces mined and stacked on the heap leach pad during 2011 exceeded those mined in 2010 by 33%, or 29,100 ounces, resulting in higher production. Focus of the stripping campaign transitioned from Basalt Phase 7 pit to the higher strip ratio Target II pit from which ore will be predominately sourced during 2012.

Cash costs for 2011 were 16%, or $106 per ounce, higher than in 2010 due to higher operating costs ($188 per ounce, or 177%), partially offset by higher gold production ($82 per ounce, or 77%) as a result of 33% additional ounces stacked on the heap leach pad. The increase in operating costs is primarily attributable to higher fuel costs due to longer hauls and increased fuel prices ($7 million), increased production taxes and royalties due to higher production and gold prices ($7 million) and higher employee costs ($6 million).

Gold production for the fourth quarter of 2011 was 8%, or 2,200 ounces, more than in the third quarter of 2011 due to the placement of Basalt Phase 7 ore on the Cell 16 leach pad, which offset the 21% decrease in ore tonnes mined at 9% lower grades. The Cell 16 leach pad was completed and commissioned in mid-September, allowing ore to be placed close to the liner, reducing leach recovery time. Tonnage was lower compared to the prior quarter as focus shifted to stripping in the Target II pit where waste rock removed was 27% more than in the third quarter of 2011 due to reduced cycle times attributable to the commencement of construction on the Trout Creek diversion dam. As planned, grades were lower in the fourth quarter of 2011 as mining activities shifted from the Basalt Phase 7 pit to the top of the Target II pit.

Cash costs for the fourth quarter of 2011 were 1%, or $11 per ounce, higher than in the third quarter of 2011 due to higher operating costs ($136 per ounce), partially offset by higher gold production ($125 per ounce). The increase in operating costs was attributable to higher production taxes and royalties ($3 million) and timing of maintenance activities ($1 million).

Marigold contained 2.32 million ounces (Goldcorp share) of proven and probable gold reserves at December 31, 2011 (up 50% compared to December 31, 2010). Exploration activity for 2011 focused on development drilling in the Target II, Target III and the Red Dot deposits where positive results added 0.50 million ounces to the reserve after 2011 mine depletion of 0.22 million ounces. The increase in the reserve is largely attributable to the conversion of resources to reserves in Red Dot deposit and extends mine life by an additional five years. Another 0.49 million ounces increase is related to a decrease in cut-off grade associated with a higher gold price assumption.

30    |    GOLDCORP

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

Wharf mine, United States

Operating Data	Q1		Q2		Q3		Q4		Total 2011		Total 2010
Tonnes of ore mined		606,000		611,100		1,124,400		727,300		3,068,800		3,280,200
Tonnes of ore processed		574,300		729,100		897,600		689,500		2,890,500		3,103,300
Average grade processed (grams/tonne)		0.65		0.86		1.03		0.97		0.90		0.71
Average recovery rate		77%		77%		75%		75%		76%		76%
Gold (ounces)
– Produced		13,300		13,300		15,200		25,700		67,500		73,300
– Sold		13,100		12,900		12,800		26,000		64,800		71,300
Average realized gold price (per ounce)	$	1,379	$	1,505	$	1,699	$	1,655	$	1,578	$	1,233
Total cash costs (per ounce)	$	898	$	655	$	614	$	523	$	643	$	645
Financial Data
Revenues	$	19	$	21	$	24	$	45	$	109	$	91
Depreciation and depletion	$	1	$	1	$	-	$	1	$	3	$	6
Earnings from operations	$	5	$	11	$	13	$	29	$	58	$	35
Expenditures for mining interests	$	1	$	2	$	2	$	11	$	16	$	5

Gold production for 2011 was 8%, or 5,800 ounces, less than in 2010. In comparison to 2010, the combination of 7% lower tonnage processed and the drawdown of heap leach inventory in the prior year, more than offset the 27% increase in head grade of ounces stacked to the pad. Tonnage processed was lower in 2011 due to the sequencing of leach pad unloading, resulting in a temporary drop in production capacity as resources were diverted away from mining to remove spent ore from the pads. Additionally, during 2010, implementation of operational improvements resulted in production of approximately 14,000 ounces of gold recovered from pads previously thought to be fully spent. Higher head grades experienced in 2011 was as expected in the mine plan.

Cash costs for 2011 were $2 per ounce lower than in 2010 due to lower operating costs ($71 per ounce), offset by lower gold production ($69 per ounce). Lower operating costs in 2011 were primarily attributable to lower heap leach pad unloading costs incurred during the year.

Gold production for the fourth quarter of 2011 was 69%, or 10,500 ounces, higher than in the third quarter of 2011. In comparison to the prior quarter, heap leach pad inventory was drawn down as liner repairs were completed in the third quarter, resulting in ore being under leach for the full quarter, partially offset by 23% fewer tonnes processed and 6% lower grades. Tonnage processed was lower in the fourth quarter of 2011 due to the sequencing of heap leach pad unloading. Lower head grades experienced in the fourth quarter were as expected in the mine plan.

Cash costs for the fourth quarter of 2011 were 15%, or $91 per ounce, lower than in the third quarter of 2011 due to higher gold production ($384 per ounce), partially offset by higher operating costs ($293 per ounce). The higher operating costs were primarily due to higher production taxes ($2 million), higher equipment rental costs ($2 million), establishment of a community endowment fund ($1 million), and higher prices for fuel and tires ($1 million).

During the fourth quarter of 2011, Wharf received approval for a new Large Scale Mine Permit from the South Dakota Department of Environment and Natural Resources. This new mining permit allows Wharf to expand the operation into new mining areas south of the existing operations, extending the mine life by seven years until approximately 2020. All ore from the expansion area will be processed at Wharf mine’s existing processing facilities at a rate of approximately 3.2 million tonnes per year at a grade of 0.85 grams per tonne.

Wharf contained 0.70 million ounces of proven and probable gold reserves at December 31, 2011 (up 17% compared to December 31, 2010) due to positive exploration results.

GOLDCORP    |    31

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

PROJECTS REVIEW

Cerro Negro Project, Argentina

The Cerro Negro gold project is an advanced-stage, high-grade vein system located in the province of Santa Cruz, Argentina. The land position comprises 215 square kilometres with numerous high-grade gold and silver veins. Goldcorp recently updated the reserve and resources at Cerro Negro as a result of drilling results obtained during 2011. As of December 31, 2011, Cerro Negro contained 4.54 million ounces of proven and probable gold reserves (up 119% compared to December 31, 2010) due to a successful exploration program and the development of a feasibility study that include three newly discovered zones: Mariana Central, Mariana Norte and San Marcos. Note an update to the reserves was produced in April 2011 following completion of the Feasibility Study. Estimated Cerro Negro capital expenditures for 2012 that were included in the April 2011 Feasibility Study estimate of $750 million have been increased by $50 million, half of which is due to inflationary pressures specific to Argentina. No additional impact for foreign exchange or inflation is included for 2013. In the event that current Argentine inflation levels persist into 2013 without a decrease in the exchange rate reported, capital expenditures may be subject to further increases.

Throughout 2011, activities at Cerro Negro advanced the project in the overall categories of Infrastructure and Construction, Mine Development and Exploration. Advancements in these areas are contributing to keeping the project on track for projected first gold production in the second half of 2013.

In December 2011, the amended EIA was approved by Provincial authorities in the province of Santa Cruz. The approval of the amended EIA allows for construction of the plant with throughput increased from 1,850 tonnes per day to 4,000 tonnes per day and the concurrent development and mining of three underground vein deposits: Eureka, Mariana Central and Mariana Norte. Development of the Eureka vein has advanced on schedule under previous authorizations, and development of Mariana Central and Mariana Norte has commenced upon receipt of the approval.

At December 31, 2011, total project expenditures and future commitments are $207 million, excluding exploration, of which $97 million is spent and $110 million is committed. Capital expenditures and capitalized exploration, excluding capitalized interest, for the three months ended December 31, 2011 were $42 million and $10 million, respectively (year ended December 31, 2011 – $97 million and $29 million, respectively).

Infrastructure and Construction

Activities are ramping up in line with the schedule. Engineering, Procurement and Construction Management (“EPCM”) activities are steadily progressing with detailed engineering 42% complete by the end of 2011.

Key activities and developments:

• Equipment with long lead times for delivery, including the ball mill, has been ordered;

• Expansion of the Eureka camp to accommodate mine development and exploration activities has continued toward expected completion in the third quarter of 2012;

• Earth works continuing around the plant area including primary and secondary crushing areas, and the concrete batch plant pad;

• Advancement of civil works of the construction camp including the initial modular units, the office, sewage treatment plant and kitchen;

• Furthering geotechnical evaluations of the plant and tailings areas; and

• Securing necessary surface rights and access agreements for the power line right of way.

The project continues to advance sustainable community development initiatives in consultation with the community through development of an influx management plan. These efforts include expansion and modernization of local agricultural concerns; infrastructure investments; construction and expansion of local schools; job training and scholarship awards.

Mine Development

Construction of the underground decline into the Eureka deposit progressed successfully throughout 2011. Construction and development of Mariana Central and Mariana Norte commenced in December after receipt of the approvals for the amended EIA.

32    |    GOLDCORP

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

Initial surface excavations of the mine portals for ramp development commenced with earth works while excavation of the new ramps into Mariana Central and Mariana Norte are expected to begin in the first quarter of 2012.

Underground development activities at Eureka continue to accelerate. Development is advancing according to schedule, with ore from the Eureka veins anticipated to be mined and stockpiled on the surface in 2012:

• Total underground development for the Eureka vein in 2011 was 3,228 metres, which included advancement of the decline to a length of 1,621 metres (total planned decline length is approximately 3,900 metres);

• Mine development in 2011 was approximately 2,552 metres, with 1,028 metres in the fourth quarter of 2011, compared to 747 metres in the third quarter of 2011;

• The Eureka decline has reached beyond the 450 metre elevation level, an important horizon that will facilitate the commencement of bottom up mining of the top half of the deposit beginning in 2012;

• To complement the first vertical ventilation raise completed in the third quarter of 2011, a second, larger 4.0 metre vertical ventilation raise was completed with a vertical depth of approximately 155 metres;

• A vertical raise to connect underground production levels with surface was also completed in the fourth quarter of 2011 to facilitate the placement of backfill into mining areas once production mining commences;

• Underground diamond drills are conducting definition drilling utilizing a core team of locally hired and trained workers; and

• Mariana Norte and Mariana Central declines will utilize an expanded workforce housed in the Eureka camp.

Exploration

A successful, sustained and aggressive exploration program at Cerro Negro has resulted in total core drilling of 140,202 metres in 2011. The primary focus of exploration this year has been the in-fill drilling and expansion of the Mariana Central, Mariana Norte and San Marcos deposits. These efforts have resulted in significant extensions in the strike length of all three veins and demonstrated the continued emergence of the adjacent San Marcos Sur deposit. Additionally, two new veins have been discovered, the Mara and Damina veins, located south and east of the Mariana Central vein, highlighting the strong regional potential of the overall Cerro Negro land package. A regional exploration team is being developed that will conduct exploration outside of the core Cerro Negro vein areas throughout 2012:

• Total core drilling for 2011 was 140,202 metres, with 43,345 metres in the fourth quarter compared to 48,263 metres, 39,823 metres, and 8,772 metres, during the third, second and first quarters of 2011 respectively;

• Exploration core drilled in October was 20,473 metres, a monthly record for the project; and

• Approximately 500 diamond drill holes were cored in 2011; all had been logged and shipped to the lab for processing by the end of 2011.

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 new gold discovery in a relatively unexplored area in the Province of Quebec, located in the core of what Goldcorp believes to be a promising new gold district in North America. Proven and probable gold reserves at Éléonore at December 31, 2011 were 3.03 million ounces, unchanged from December 31, 2010. The mine development plan was not updated following exploration activities that were limited to specific focus areas.

On November 14, 2011, the Company received the certificate of authorization issued by the Quebec Minister of Sustainable Development, Environment and Parks allowing full construction of the Éléonore gold project in northern Quebec. Issuance of the certificate of authorization followed the execution of the collaboration agreement among the Cree Nation of Wemindji, the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority and the Company earlier in 2011.

Engineering and Construction

Construction of the production shaft and associated infrastructure commenced in the fourth quarter of 2011, with receipt of the certificate of authorization.

GOLDCORP    |    33

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

Development at Éléonore has progressed steadily during 2011 with the following achieved:

• Significant progress on detailed engineering of the production shaft and advancement of related infrastructure including airstrip services;

• Process flow sheet has been confirmed and equipment with long lead times for delivery is in the process of being ordered;

• Construction activities focused mainly on upgrade of waste water treatment facilities, waste rock pad expansion, construction camp and administration offices and other related infrastructures; and

• Permanent bridges installation was substantially completed, and the winter road operations have begun.

Exploration

A total of 46,786 metres of surface diamond drilling was completed in 2011, 10,202 metres completed in the fourth quarter. The drilling was focused mostly between level 450 metres and 800 metres below surface, and continued to define the central portion of the ore body, increase the level of confidence in the geological model and mineral resources and test high-grade results to the north. Exploration drilling is to continue in 2012 from surface and underground, which will start in the third quarter from the bottom of the exploration shaft targeting the depth extensions of the ore zones.

Exploration ramp excavation has progressed significantly and has now advanced to 831 metres in length. During the exploration phase, the ramp will provide drilling access close to the ore body in order to delineate the resources within the early mining areas. The ramp will eventually connect to the exploration shaft at the 650 metre level. By the end of the fourth quarter of 2011, the exploration shaft reached a depth of 636 metres. Sinking of the exploration shaft is planned to reach its targeted depth of 718 metres in the second quarter of 2012.

The project budget is estimated at $1.4 billion from January 1, 2011 and excludes the $346 million spent prior to 2011. At December 31, 2011, total project expenditures since January 1, 2011, excluding investment tax credits and capitalized interest are $345 million, $218 million of which is spent and $127 million of which is committed. Capital expenditures excluding capitalized interest and investment tax credits, during the three months ended December 31, 2011, amounted to $75 million (year ended December 31, 2011 – $218 million). Total project expenditures and commitments since acquisition are $691 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 and is a key component of Goldcorp’s consolidation plans in the Red Lake district. As a result of 2011 drilling, inferred resources increased 18% compared to December 31, 2010 to 3.21 million ounces of gold. For construction and planning purposes, the Company continues to estimate the Cochenour project as a mineable deposit of 5 million gold ounces.

Development of the old Cochenour shaft continued throughout 2011. The shaft timbers were removed and set up for sinking commenced. The shaft was slashed out to the 150 level for installation of the sinking platform (Galloway). Once the set up was commissioned, sinking resumed. At year end, the shaft was slashed to 83 metres with 55 metres of concrete liner. The first three shaft steel sets were installed.

A number of surface facilities were also completed:

• The steel erection of the headframe and collar house;

• Installation and commissioning of the sinking winches on the pad;

• The process water pump house construction and piping;

• Surface infrastructure piping and electrical distribution;

• The architectural and mechanical contractors activities completed in the hoist complex, collar house and headframe;

• Installation of the hoist complex and headframe complex fire protection system;

34    |    GOLDCORP

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

• Substation was installed and commissioned;

• The backup generator was commissioned; and

• The 3 metre service hoist and 4.4 metre production hoists were commissioned, and are now being used for shaft sinking.

Driving of the 5 kilometre Cochenour Red Lake Haulage Drift continued with 36% of the critical path development completed at the end of the year. The 2 kilometre section of track was laid from the shaft station.

Throughout the year, exploration diamond drilling was performed from surface to define the top portion of the Bruce Channel deposit and additional resources at the Cochenour mine. Two drills continue to work in the Cochenour Red Lake Haulage Drift to test the potential of the underexplored area.

The project budget is estimated at $420 million from January 1, 2011 and excludes the $108 million spent prior to 2011. At December 31, 2011, total project expenditures since January 1, 2011, excluding investment tax credits, are $123 million, $118 million of which is spent and $5 million of which is committed. Capital expenditures excluding capitalized interest and investment tax credits, during the three months ended December 31, 2011 amounted to $28 million (year ended December 31, 2011 – $118 million). Total project expenditures and commitments since acquisition are $231 million. Capital expenditures, net of investment tax credits, have been included in the total expenditures on mining interests in Red Lake, and consist mainly of exploration, construction of surface infrastructure, shaft slashing and sinking, and development of the Cochenour Red Lake Haulage Drift.

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

Pueblo Viejo contains 25.3 million ounces of proven and probable gold reserves, where Goldcorp’s interest represents 10.12 million ounces. The project is a partnership with Barrick Gold Corporation (“Barrick”), the project operator.

At the Pueblo Viejo project in the Dominican Republic, first production continues to be expected in mid-2012 and overall construction is about 90% complete. At the end of the fourth quarter, about 13 million tonnes of ore were stockpiled, representing approximately 1.4 million contained gold ounces. Construction of the tailings facility progressed during the fourth quarter with the receipt of all permits to allow recommencement of construction of the starter dam to its full design height. The oxygen plant is expected to undergo pre-commissioning testing in the first quarter of 2012 and full commissioning of the first two of four autoclaves is expected to occur in the second quarter. Construction of the transmission line connecting the site to the national power grid was completed during the fourth quarter of 2011 and the inter-connect to the grid has been achieved.

As part of a longer-term, optimized power solution for Pueblo Viejo, the Company is advancing a plan to construct a dual fuel power plant at an estimated incremental cost of approximately $300 million (100% basis) or $120 million (Goldcorp’s share), of which 90% is committed. The power plant would commence operations utilizing heavy fuel oil, but have the ability to subsequently transition to lower cost liquid natural gas. The new plant is expected to provide lower cost, long term power to the project. As a result of this optimized power solution, it was determined in the fourth quarter of 2011 that certain of the previously acquired power assets would not be used which resulted in an impairment charge of $45 million, net of tax or $18 million (Goldcorp’s share).

Total mine construction capital is estimated at $3.6-$3.8 billion (100% basis) or $1.4-$1.5 billion (Goldcorp’s share) of which 85% has been committed at the end of the year. Including the $300 million ($120 million – Goldcorp’s share) additional cost related to the alternate power plant, total mine construction capital is estimated at $3.9-$4.1 billion or $1.5-$1.6 billion (Goldcorp’s share).

Pueblo Viejo is expected to contribute approximately 85,000 ounces (Goldcorp’s share) in 2012 as it ramps up to full production in 2013 and Goldcorp’s 40% share of annual gold production in the first full five years of operation is expected to average 415,000-450,000 ounces at total cash costs of less than $350 per ounce. ⁽¹⁾

Capital expenditures during the fourth quarter of 2011, including accrued management fees, amounted to $100 million. Cumulative expenditures to date, including accrued management fees, amounted to $1.3 billion, or $1.0 billion net of the $256 million partial return of invested capital.

GOLDCORP    |    35

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

In April 2010, Pueblo Viejo Dominicana Corporation (“PVDC”), the entity that owns the Pueblo Viejo project, received a copy of an action filed in the Dominican Republic by Fundacion Amigo de Maimon Inc., Fundacion Miguel L. De Pena Garcia Inc., Miguel De Pena and a number of individuals. The action alleges a variety of matters couched as violations of fundamental rights, including taking of private property, violations of mining and environmental and other laws, slavery, human trafficking and bribery of government officials. The complaint does not describe the relief sought, but the action is styled as an amparo remedy, which typically includes some form of injunctive relief. PVDC intends to vigorously defend the action. PVDC requested the Supreme Court in Santo Domingo to change the venue and the 9th Criminal Court of Santo Domingo was appointed to decide on the matter of Fundacion Amigo de Maimon Inc. No other procedure has occurred. As for Miguel De Pena, the Supreme Court annulled the judgment of the trial court of Cotui against PVDC which ordered PVDC to restore possession of Parcel 451-K to Miguel De Pena. The case has been sent to a new trial court for issuance of ruling. Miguel De Pena also initiated litigation against PVDC to collect approximately $2 million and the 9th Criminal Court rejected the claim. Miguel de Pena also filed a criminal action against PVDC for property violation and the Trial Court of Cotui rejected the action. De Pena appealed the decision and the Appellate Court found that the Trial Judge committed procedural mistakes and remanded the action to a new Trial Court where the matter is pending.

In November 2011, PVDC filed with the Civil and Commercial Trial Cotui Court against the City Hall of the Municipality of Cotui (“City Hall”): (i) a lawsuit demanding compliance by the terms of the Understanding and Cooperation Agreement executed between PVDC and the City Hall; and (ii) a request for the order of a precautionary measure. Through the above actions PVDC seeks to compel the City Hall to comply with its obligations under the aforementioned agreement and to suspend PVDC’s obligation to disburse additional funds until the lawsuit mentioned in (i) above is decided by the court.

In December 2011, Maria de la Cruz filed a damage and compensation claim against PVDC, its Directors and the Ministry of Environment. De la Cruz alleges personal and property damages due to environmental contamination and is seeking a compensation of approximately $7 million and remediation of environmental contamination, which includes historic contamination resulting from the operations of the Pueblo Viejo Mine by Rosario Dominicana (a company operated and owned by the Dominican Government) for which PVDC is not responsible in accordance with the Special Lease Agreement executed with the Dominican Government. Maria de la Cruz together with her husband previously filed a similar action against PVDC and its Directors which the Trial Court declared invalid due to procedural reasons. PVDC intends to vigorously defend the action.

(1) Based on gold price and oil price assumptions of $1,300 per ounce and $100 per barrel, respectively.

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

El Morro is an advanced stage, world-class gold/copper project in northern Chile, one of the most attractive mining jurisdictions in the world. El Morro contained 5.84 million ounces (Goldcorp share) of proven and probable gold reserves at December 31, 2011 (up 2% compared to December 31, 2010) due to a redesign of the ultimate pit. The higher gold and copper prices largely offset higher estimated mining operating costs.

Located in the Atacama region of Chile approximately 80 kilometres east of the city of Vallenar and at 4,000 metre altitude, El Morro comprises a large, 36-square kilometre land package with significant potential for organic growth through further exploration. Two principal zones of gold-copper mineralization have been identified to date – the El Morro and La Fortuna zones – and the Company has identified several additional targets as part of its regional exploration plan. Future exploration efforts will also test the potential bulk-mineable gold and copper production below the bottom of the current pit.

With the Board approval to proceed with construction of the El Morro copper-gold project in the fourth quarter of 2011, construction at the site will commence in September 2012 and extend over a five-year period at a capital cost of $3.9 billion. Development activities initiated in early 2012 include access road construction, engineering, equipment procurement and exploration. Drilling will focus on additional condemnation for site infrastructure and testing potential extensions of the La Fortuna deposit. Initial production is expected in 2017 with full production expected in 2018.

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

Technical work on the project’s feasibility study was completed in the latter part of the year. Plant design includes a crushing plant, semi-autogenous grinding (“SAG”) circuit ball mill, rougher flotation and regrind circuit, and cleaner and scavenger flotation banks. Additional mine site infrastructure includes mine access road construction and upgrades, a desalination plant, concentrate filtration plant, and construction of major receiving, storage, and transfer facilities at different locations in Chile en route to the mine. Additional project related infrastructure includes mine access road construction and upgrades, a desalination plant and concentrate filtration plant. The construction of a new access route from the Pan American Highway to the project is also planned. This access route will also serve as the concentrate and water pipeline route, and the preferred location for the project power line. Water supply is planned to be sourced from a reverse-osmosis desalination plant, to be constructed approximately 60 kilometres north of Huasco. The desalination plant is projected to produce 740 litres per second of agricultural-grade quality water, which will be conveyed to site along a 193 kilometre water pipeline. Concentrate will be transferred via pipeline to a concentrate filter plant located remotely from the site.

Following the delivery of the feasibility study report, the project team continued with:

• Detailed engineering of the fresh water and concentrate pipelines and pumping systems, with expected completion date in the second quarter of 2012;

• Completion of basic engineering and start of detailed engineering of the desalination plant;

• Definition of scope and architecture of the camps;

• Preparation of sectoral permit applications, while receiving environmental approval for road modifications, limited archaeological site clearance, simplification of pipeline creek crossings; and

• Preparation of road construction for a first quarter 2012 start-up.

Condemnation drilling at the site advanced to over 10,000 metres during 2011. No mineralization of interest has been intersected to date. Drilling continues with two diamond rigs and one RC drill on site, operating in the future mine waste deposit and plant areas, with an additional rig arriving on site in the first quarter of 2012.

At December 31, 2011, total project expenditures and commitments are $105 million, of which $95 million is spent and $10 million is committed. Capital expenditures, excluding capitalized interest, during the three months ended December 31, 2011 were $22 million (year ended December 31, 2011 – $78 million).

The El Morro project was acquired from a subsidiary of New Gold Inc. (“New Gold”), the entity which acquired the El Morro project from Xstrata Copper Chile S.A. (“Xstrata Copper”), a subsidiary of Xstrata plc, pursuant to the exercise of a right of first refusal. The right of first refusal came into effect on October 12, 2009 when Barrick entered into an agreement with Xstrata Copper to acquire Xstrata Copper’s 70% interest in the El Morro project, subject to the right of first refusal not being exercised. On January 7, 2010, the New Gold subsidiary delivered notice to Xstrata Copper that it was exercising the right of first refusal. On January 13, 2010, Goldcorp received a statement of claim filed by Barrick in the Ontario Superior Court of Justice, against Goldcorp, New Gold, and certain of New Gold’s subsidiaries, relating to the exercise of the right of first refusal. Among the relief requested by Barrick is that the El Morro project be held in trust for the benefit of Barrick. As an alternative, Barrick seeks damages. Barrick subsequently filed a motion to amend its claim to add various Xstrata entities as defendants. All parties agreed to have all claims related to Goldcorp’s acquisition of its interest in the El Morro project heard by the Ontario courts, including the Supreme Court of Canada.

Evidence regarding liability issues was heard in June 2011 and evidence regarding remedy issues was heard in October 2011. All parties have submitted their written arguments and oral arguments were heard during the week of January 30, 2012. The case was reserved following oral argument, and the matter is now before the trial court for its decision. Goldcorp’s management believes that Goldcorp has acted lawfully and appropriately in all aspects of this transaction and has defended Goldcorp against Barrick’s claim.

On October 21, 2010, Chile introduced new legislation that increased the mining tax rate for large mines from a 5% fixed rate to a progressive tax regime with rates ranging from 5% to 14%, depending on the mining operating profit margin in a given taxation year. The mining operating profit margin is defined as the taxable income of the operation divided by the gross mining revenue of

GOLDCORP    |    37

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

the operation. Mines with operating margins at 35% or below would still be subject to the 5% mining tax rate. Mines with an operating profit margin of higher than 85% would be subject to a 14% rate. During 2011, New Gold waived the fiscal stability established by its previous D.L. 600 filing. Therefore, the D.L. 600 filing made by Goldcorp at the time of the El Morro acquisition provides fiscal stability to both Goldcorp and New Gold that prevents the new legislation from applying to the El Morro operations for the first 15 years of production.

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 which includes the Represa deposit. At December 31, 2011, Camino Rojo contained 2.79 million ounces of measured and indicated gold resources (down 19% compared to December 31, 2010). A successful exploration program outlined more oxide and transitional material than previously outlined.

The 2011 drilling program completed a total of 77,360 metres drilled in 353 holes, with 23,150 metres drilled during the fourth quarter of 2011, including 39 resource expansion and in-fill core holes, 2 metallurgical core holes, and 17 reverse-circulation condemnation holes for site facilities. Column tests on oxide material being performed at Peñasquito, started during the third quarter of 2011 and are nearly completed. Samples of transitional material were shipped to a third party laboratory where leach testing is underway. Metallurgical and mineralogical characterizations of the sulphide zone material are underway. The geologic model and an updated resource block model were largely complete by December 31, 2011. This will form the basis of the feasibility study which is expected to be available by mid-2012.

At December 31, 2011, total project expenditures were $24 million. Capital expenditures, excluding capitalized interest, during the three months ended December 31, 2011 amounted to $4 million (year ended December 31, 2011 – $13 million).

Noche Buena Project, Mexico

The Noche Buena project is located approximately 5 kilometres north of the Peñasquito mine. Measured and indicated gold resources at Noche Buena at December 31, 2011 were 0.96 million ounces unchanged from December 31, 2010. The mine plan was not updated following limited exploration activities during the year. The Noche Buena project area totals approximately 24 square kilometres and is immediately adjacent and contiguous with the northern border of the Peñasquito concession block.

The 2011 drilling program ended with 22,694 metres drilled, distributed in 66 holes to explore the lateral and vertical extension of the high grade zone. Initial results earlier in the year showed structurally controlled higher grade mineralization trends. Assay results from the follow-up drilling in the oxide portion of these trends remain in progress. Geologic modeling is underway and will form the basis of the feasibility study which is expected to be available by mid-2012.

Cerro Blanco Project, Guatemala

The Cerro Blanco Project is located in southwestern Guatemala and is considered to be a classic hot springs gold deposit with typical bonanza type gold mineralization. At December 31, 2011, Cerro Blanco contained 1.27 million ounces of measured and indicated gold resources, unchanged from December 31, 2010. The activities in 2011 were focused on accessing the mineralized zone from underground.

Site-based activities for 2011 were aimed at demonstrating several key concepts in preparation for a project feasibility study which is expected to be completed by mid-2012. Mining of two drifts, from the north and south ends of the deposit (1,315 metres in total), later declining into the ore body, will determine the ability to mine underground in this geothermal area. Towards the end of 2011, mining activities continued in the north and south areas of the ore body, with main declines and ore accesses being developed.

The block model was updated using results from exploration core drilling. Ore core samples were collected and shipped for metallurgical testing which confirmed the gold extraction process methodology. The Merrill-Crowe circuit has been chosen as the recovery method due to a higher content of recoverable silver.

38    |    GOLDCORP

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

A geothermal resource, with the potential to generate a significant quantity of geothermal power, is located adjacent to the ore body. Drilling of dewatering/geothermal production wells (800 metres to 1,000 metres in depth) continued during the latter part of 2011. Flow testing on the wells for generation capacity and for the ability to contribute to the dewatering of the ore body will continue into the first quarter of 2012. Results will be used in a feasibility study for the geothermal project to be completed by the second half of 2012.

At December 31, 2011, total project expenditures are $97 million. Capital expenditures during the three months ended December 31, 2011 amounted to $13 million (year ended December 31, 2011 – $45 million).

GOLDCORP    |    39

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

EXPENSES

	2011		2010
Exploration and evaluation costs	$	61	$	52
Share of net earnings and losses of associates		98		8
Corporate administration		229		184

Exploration and evaluation costs in 2011 increased $9 million as compared to 2010 primarily due to expansion of drilling programs, primarily at the Company’s Canadian operations.

The Company’s share of net earnings and losses of associates includes a $65 million impairment expense recognized in respect of the Company’s investment in Primero as a result of a significant and prolonged decline in Primero’s quoted market price during 2011. The Company determined that the Company’s equity investment should be written down to the closing share price of Primero at December 31, 2011. In addition, an $18 million, net of tax, impairment expense was recognized in respect of certain power assets at Pueblo Viejo.

Included in corporate administration is share-based compensation expense of $100 million (2010 – $63 million) which increased due to issuance of additional stock options, restricted share units and performance share units and the vesting of previously issued stock options, restricted share units and performance share units. Excluding share-based compensation, corporate administration expense increased $8 million compared to 2010 due to increased corporate activities and the continued international expansion of the Company.

OTHER INCOME (EXPENSES)

	2011		2010
Gains on disposition of securities, net	$	319	$	1
Impairments on available-for-sale securities		(87)		(2)
Gains (losses) on derivatives, net		82		(33)
Gains on dispositions of mining interests, net		-		407
Finance costs		(23)		(26)
Other income (expenses)		38		(44)
	$	329	$	303

On February 8, 2011, the Company disposed of its 10.1% interest in Osisko during the first quarter of 2011 and recognized a gain on disposition of $320 million ($279 million after tax). A $1 million loss on disposal of marketable securities was recognized during the fourth quarter of 2011.

For the year ended December 31, 2011, the Company recognized an impairment expense of $87 million (2010 – $2 million) on certain of the Company’s equity and marketable securities and reclassified the cumulative mark-to-market losses previously recognised in other comprehensive income to net earnings.

The Company recorded a net gain on derivatives of $82 million for the year ended December 31, 2011 (2010 – net loss of $33 million). During the year ended December 31, 2011, the Company recognized a $49 million unrealized gain representing the change in fair value of the conversion feature of the Company’s Notes during the year (2010 – unrealized loss of $1 million). The Company has entered into foreign currency, heating oil, copper, lead, zinc and silver contracts. These contracts meet the definition of derivatives and do not qualify for hedge accounting. As a result, they are marked-to-market at each period end with changes in fair values recorded in earnings. The Company recorded a realized gain of $14 million on these contracts (2010 – realized gain of $9 million and an unrealized loss of $4 million). During the year ended December 31, 2011, the Company’s 9.2 million outstanding share purchase warrants were exercised or expired and the Company recognized a realized

40    |    GOLDCORP

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

and total gain of $33 million and $28 million, respectively (2010 – unrealized gain of $30 million). The above gains were partially offset by a net loss of $2 million relating to the Silver Wheaton silver contract (2010 – total loss of $66 million) and a $7 million unrealized loss on investments in warrants (2010 – $nil). During the year ended December 31, 2011, the Company recognized a negligible loss representing the change in fair value of the conversion feature of the Primero Convertible Note during the year (2010 – $1 million unrealized loss).

During the year ended December 31, 2010, the Company recognized a net gain of $407 million before tax from the disposition of Escobal ($484 million gain before tax), an exploration property in Mexico ($64 million loss before tax) and certain land in Wharf ($6 million gain before tax). Additionally, the Company disposed of its 21.2% interest in El Limón and recognized a loss on disposition of $19 million before tax.

During the year ended December 31, 2011, the Company incurred finance costs of $23 million (2010 – $26 million) primarily comprised of accretion of reclamation and closure cost obligations and interest on tax reserves.

The Company recognized other income of $38 million during the year ended December 31, 2011 comprised of the reversal of withholding tax accruals at certain of the Company’s operations, $11 million of interest income earned on the Primero 5-year Promissory Note and Primero Convertible Note and higher cash balances, proceeds of $5 million from an insurance claim and $3 million of foreign exchange gains. Other expenses incurred of $44 million during the year ended December 31, 2010, was comprised mainly of transaction costs of $28 million incurred in respect of the acquisitions of Camino Rojo, El Morro and Andean and a $5 million increase in withholding taxes.

INCOME TAXES

Income and mining taxes for the year ended December 31, 2011 amounted to $686 million, approximately 22% of earnings before taxes, and excludes the impact of foreign exchange on deferred taxes, and share-based compensation expenses which are not deductible (2010 – $307 million, or 19%).

The higher effective tax rate in 2011, as compared to 2010, is primarily due to the gain on the disposition of Escobal in 2010 being subject to lower effective tax rate. The 2010 effective rate was also reduced further by the fourth quarter reversal of $13 million arising from a change in Mexican income tax law. In 2011, a significant portion of the impairment of certain equity investments was not tax effected due to uncertainty on the future ability to utilize the related unrealized capital losses. Additionally, during 2011, the government of Quebec legislated changes in the Quebec Mining Duties rate that increased the Quebec Mining Duties rate from 12% to 16%. This resulted in a $23 million deferred tax provision increase in 2011.

On October 21, 2010, Chile increased the Chilean mining tax rate for large mines from a 5% fixed rate to a progressive tax regime with rates ranging from 5% to 14% depending on the mining operating profit margin in a given taxation year. During 2011, Goldcorp, with its joint venture partner, New Gold, have confirmed a mining tax stability agreement with the Chilean government with respect to the El Morro project such that it is expected that the project will not be subject to the new higher mining tax rate for the first 15 years of production from the mine.

NON-CONTROLLING INTERESTS

On February 16, 2010, the Company acquired a 70% interest in Sociedad Contractual Minera El Morro, the owner of the El Morro gold/copper project in Chile, which resulted in a 30% non-controlling interest in the amount of $213 million. During the year ended December 31, 2011, the non-controlling interests share of El Morro’s net earnings was $nil million (February 16 to December 31, 2010 – $nil million).

GOLDCORP    |    41

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

DISCONTINUED OPERATIONS

San Dimas mine, Mexico

On August 6, 2010, the Company disposed of the assets and liabilities relating to the San Dimas mines, excluding certain non-operational assets, to Primero. In exchange, the Company received $214 million in cash, $159 million in common shares of Primero valued as of August 6, 2010, the $50 million Primero 5-year Promissory Note bearing interest at 6% per annum, the $60 million Primero Convertible Note with a term of one year bearing interest at 3% per annum, which was extended on August 5, 2011 for an additional one year term, and a $4 million working capital adjustment receivable. The following table presents selected data for San Dimas prior to date of disposition:

Operating Data	January 1, 2010 - August 6, 2010  (1)
Tonnes of ore milled		355,000
Average mill head grade (grams/tonne)
– Gold		4.83
– Silver		256
Average recovery rate
– Gold		97%
– Silver		94%
Produced (ounces)
– Gold		53,400
– Silver		2,745,400
Sold (ounces)
– Gold		46,000
– Silver		2,323,500
Average realized price (per ounce)
– Gold	$	1,154
– Silver	$	4.04
Total cash costs (per ounce)	$	409
Financial Data
Revenues	$	62
Earnings from mine operations	$	31

(1) Results reflect operations to August 6, 2010, date of disposal.

Terrane

On October 20, 2010, the Company sold its remaining 58.1% interest in Terrane to Thompson Creek Metals Company Inc. (“Thompson Metals”). The Company received C$0.90 in cash and 0.052 common shares of Thompson Creek for each Terrane share held, for total consideration of C$241 million ($236 million) in cash and 13.9 million common shares of Thompson Creek.

The results of Terrane were reclassified and included in net earnings from discontinued operations. The loss from operations for the year ended December 31, 2010 was $16 million.

At December 31, 2010, the Company held 13.6 million Terrane common share purchase warrants which were retained upon disposition of the Company’s 58.1% interest in Terrane. During the year ended December 31, 2011, the Company exercised all of the Terrane common share purchase warrants.

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

NON-GAAP MEASURE – TOTAL CASH COSTS (BY-PRODUCT) PER GOLD OUNCE CALCULATION

The Company has included non-GAAP performance measure – total cash costs, by-product and co-product, per gold ounce – throughout this document. In addition to conventional measures, the Company uses this performance measure to monitor its operating cash costs internally and believes this measure provides investors and analysts with useful information about the Company’s underlying cash costs of operations and the impact of by-product revenues on the Company’s cost structure. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard.

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

The following table provides a reconciliation of total cash costs (by-product) per ounce to the consolidated financial statements for the years ended December 31:

	2011		2010
Cash costs, continuing operations
Production costs per consolidated financial statements (1)	$	2,042	$	1,476
Non-cash reclamation and closure costs		(21)		(26)
Treatment and refining charges on concentrate sales		132		54
By-product silver, copper, lead and zinc sales		(1,580)		(852)
Realized gains on foreign currency, heating oil, copper, lead, zinc and silver contracts and foreign exchange		(17)		(10)
Total cash costs (by-product)		556		642
Divided by ounces of gold sold		2,490,200		2,367,800
Total cash costs (by-product) per gold ounce (2)	$	223	$	271
Cash costs, including discontinued operations
Production costs per consolidated financial statements (1)	$	2,042	$	1,506
Non-cash reclamation and closure costs		(21)		(26)
Treatment and refining charges on concentrate sales		132		54
By-product silver, copper, lead and zinc sales		(1,580)		(862)
Realized gains on foreign currency, heating oil, copper, lead, zinc and silver contracts and foreign exchange		(17)		(11)
Total cash costs (by-product)		556		661
Divided by ounces of gold sold		2,490,200		2,413,800
Total cash costs (by-product) per gold ounce (2)	$	223	$	274

GOLDCORP    |    43

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

Three months ended	December 31 2011		September 30 2011		December 31 2010
Cash costs, continuing operations
Production costs per consolidated financial statements	$	619	$	460	$	503
Non-cash reclamation and closure costs		(51)		13		(5)
Treatment and refining charges on concentrate sales		37		32		31
By-product silver, copper, lead and zinc sales		(414)		(356)		(415)
Realized gains on foreign currency, heating oil, copper, lead, zinc and silver contracts and foreign exchange		(12)		(2)		(3)
Total cash costs (by-product)		179		147		111
Divided by ounces of gold sold		685,000		571,500		678,600
Total cash costs (by-product) per gold ounce (3)	$	261	$	258	$	164
Cash costs, including discontinued operations
Production costs per consolidated financial statements	$	619	$	460	$	503
Non-cash reclamation and closure costs		(51)		13		(5)
Treatment and refining charges on concentrate sales		37		32		31
By-product silver, copper, lead and zinc sales		(414)		(356)		(415)
Realized gains on foreign currency, heating oil, copper, lead, zinc and silver contracts and foreign exchange		(12)		(2)		(3)
Total cash costs (by-product)		179		147		111
Divided by ounces of gold sold		685,000		571,500		678,600
Total cash costs (by-product) per gold ounce (3)	$	261	$	258	$	164

(1) $153 million in royalties are included in production costs per the consolidated financial statements (2010 – $110 million).

(2) If silver, lead and zinc for Peñasquito, silver for Marlin and copper for Alumbrera were treated as co-products, total cash costs for 2011 would be $534 per ounce of gold (2010 – $447 (continuing operations) or $446 (including discontinued operations)).

(3) If silver, lead and zinc for Peñasquito, silver for Marlin and copper for Alumbrera were treated as co-products, total cash costs for the three months ended December 31, 2011 would be $529 per ounce of gold (three months ended September 30, 2011 – $551; three months ended December 31, 2010 – $472 (continuing operations) or $472 (including discontinued operations)).

NON-GAAP MEASURE – ADJUSTED NET EARNINGS

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

44    |    GOLDCORP

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

The following table provides a reconciliation of adjusted net earnings to the consolidated financial statements for the years ended December 31:

	2011		2010
Net earnings attributable to shareholders of Goldcorp per consolidated financial statements	$	1,881	$	2,051
(Gains) losses on derivatives		(68)		42
Gains on disposition of securities, net of tax		(278)		-
Impairments of securities, net of tax		76		2
Share of net earnings and losses of associates, net of tax		97		8
Gains on dispositions of mining interests, net of tax		-		(425)
Transaction costs related to the acquisition of Andean, Camino Rojo and El Morro projects, net of tax		-		21
Net earnings from discontinued operations		-		(639)
Unrealized losses (gains) on foreign exchange translation of deferred income tax assets and liabilities		89		(39)
Revisions in estimates & liabilities incurred on asset retirement obligations at closed mine sites		15		18
Withholding tax (recovery) expense		(25)		8
Other		(1)		1
Total adjusted net earnings	$	1,786	$	1,048
Weighted average shares outstanding (000’s)		804,467		735,337
Adjusted net earnings per share	$	2.22	$	1.43

Three months ended	December 31 2011		September 30 2011		December 31 2010
Net earnings attributable to shareholders of Goldcorp per consolidated financial statements	$	405	$	336	$	560
(Gains) losses on derivatives		(76)		22		70
Loss on disposition of securities, net of tax		1		-		-
Impairment of securities, net of tax		75		-		2
Share of net earnings and losses of associates, net of tax		86		5		5
Transaction costs related to the acquisition of Andean, Camino Rojo and El Morro projects, net of tax		-		-		9
Net earnings from discontinued operations		-		-		(209)
Unrealized losses (gains) on foreign exchange translation of deferred income tax assets and liabilities		29		96		(6)
Revision in estimates & liabilities incurred on asset retirement obligations at closed mine sites		36		(9)		3
Withholding tax (recovery) expense		(25)		-		8
Other		-		-		(11)
Total adjusted net earnings	$	531	$	450	$	431
Weighted average shares outstanding (000’s)		809,829		808,575		736,620
Adjusted net earnings per share	$	0.66	$	0.56	$	0.59

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

NON-GAAP MEASURE – FREE CASH FLOWS

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

	2011		2010
Net cash provided by operating activities of continuing operations	$	2,366	$	1,764
Expenditures on mining interests		(1,677)		(1,171)
Deposits on mining interest expenditures		(101)		(42)
Interest paid		(17)		(12)
Free cash flows	$	571	$	539

Three months ended	December 31 2011		September 30 2011		December 31 2010
Net cash provided by operating activities of continuing operations	$	727	$	723	$	681
Expenditures on mining interests		(460)		(466)		(372)
Deposits on mining interest expenditures		(62)		(25)		(5)
Interest paid		-		(8)		-
Free cash flows	$	205	$	224	$	304

COMMITMENTS

In the normal course of business, the Company enters into contracts and performs business activities that give rise to commitments for future minimum payments. The following table summarizes the maturities of the Company’s financial liabilities and operating and capital commitments at December 31:

	At December 31 2011										At December 31 2010		At January 1 2010
	Within 1 year		2 to 3 years		4 to 5 years		Over 5 years		Total		Total		Total
Accounts payable and accrued liabilities (1 )	$	612	$	-	$	-	$	-	$	612	$	560	$	382
Current and non-current derivative liabilities		65		58		-		-		123		162		11
Debt re-payments (principal portion)		-		863		-		-		863		863		879
Interest payments on convertible senior notes		17		35		-		-		52		69		89
Capital expenditure commitments		765		-		-		-		765		252		530
Reclamation and closure costs		31		30		36		1,257		1,354		1,040		1,080
Minimum rental and lease payments		3		4		4		-		11		10		12
Other		15		5		4		48		72		23		6
	$	1,508	$	995	$	44	$	1,305	$	3,852	$	2,979	$	2,989

(1) Excludes accrued interest on convertible senior notes which is disclosed separately in the above table.

46    |    GOLDCORP

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

At December 31, 2011, the Company had letters of credit outstanding and secured deposits in the amount of $308 million (December 31, 2010 – $308 million; January 1, 2010 – $271 million). In addition, certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter returns (“NSRs”), modified NSRs, net profits interest (“NPI”) and/or net earnings. Royalties are expensed at the time of sale of gold and other metals. For the year ended December 31, 2011, royalties included in production costs amounted to $153 million (2010 – $110 million).

At December 31, 2011, the significant royalty arrangements of the Company were as follows:

Producing mining properties:
Musselwhite	1-5% of NPI
Peñasquito	2% of NSR
Marlin (1)	5% of NSR
Alumbrera	3% of modified NSR plus 20%
	YMAD royalty
Marigold	5-10% of NSR
Development projects:
Éléonore	2.2-3.5% of NSR
Cerro Blanco	1% of NSR
Cerro Negro	3-4% of modified NSR and 1% of net earnings
El Morro	2% of NSR
Pueblo Viejo	3.2% of NSR; 0-28.8% NPI

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

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(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 Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and to protect itself against adverse price movements. All transactions undertaken are to support the Company’s ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

The following describes the types of risks that the Company is exposed to and its objectives and policies for managing those risk exposures.

(i) Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents, money market investments and derivative assets. To mitigate exposure to credit risk on financial assets, the Company has established policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable creditworthiness and to ensure liquidity of available funds.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables at December 31, 2011 is considered to be negligible. The Company invests its cash and cash equivalents and money market investments in highly rated corporations and government issuances in accordance with its short-term investment policy and the credit risk associated with its investments is considered to be low. Foreign currency, heating oil and commodity contracts are entered into with large international financial institutions with strong credit ratings.

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

	At December 31 2011		At December 31 2011		At January 1 2010
Cash and cash equivalents	$	1,502	$	556	$	875
Accounts receivable		473		444		279
Money market investments		272		-		-
Current and non-current derivative assets		22		14		10
Current and non-current notes receivable		82		111		-
Accrued interest receivable		5		2		-
	$	2,356	$	1,127	$	1,164

(ii) Liquidity risk

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

During the year ended December 31, 2011, the Company generated operating cash flows from continuing operations of $2,366 million (2010 – $1,764 million). At December 31, 2011, Goldcorp held cash and cash equivalents of $1,502 million (December 31, 2010 – $556 million; January 1, 2010 – $875 million) of which $89 million (December 31, 2010 – $64 million;

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

January 1, 2010 – $71 million) is held by the Company’s joint ventures and is not available for use by the Company. At December 31, 2011, the Company had working capital of $2,045 million (excluding working capital of the Company’s joint ventures) (December 31, 2010 – $506 million; January 1, 2010 – $867 million) which the Company defines as current assets less current liabilities.

On November 23, 2011, the Company entered into a $2 billion 5 year senior revolving credit facility with a syndicate of 15 lenders. This unsecured floating rate credit facility replaced the Company’s 2007 $1.5 billion revolving credit facility. Amounts drawn incur interest at LIBOR plus 0.875% to 1.750% per annum and undrawn amounts are subject to a 0.08% to 0.30% per annum commitment fee; both fees are dependent on the Company’s debt ratings. All amounts drawn are required to be refinanced or repaid by November 23, 2016. The revolving credit facility, either previous or existing, has not been used during 2011.

In April 2010, Barrick, the project operator, and Goldcorp finalized the terms for $1.035 billion (100% basis) in project financing for Pueblo Viejo ($414 million – Goldcorp’s share). The lending syndicate is comprised of international financial institutions including two export credit agencies and a syndicate of commercial banks. The financing amount is divided into three tranches consisting of $375 million, $400 million and $260 million with terms of fifteen years, fifteen years and twelve years, respectively. The $375 million tranche bears a fixed coupon rate of 4.02% for the entire fifteen years. The $400 million tranche bears a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus 5.10% (inclusive of a political risk insurance premium) for years thirteen to fifteen. The $260 million tranche bears a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus 4.85% (inclusive of political risk insurance premium) for years eleven and twelve. Barrick and Goldcorp have each provided a guarantee for their proportionate share of the loan. The guarantees will terminate upon Pueblo Viejo meeting certain operating completion tests and are subject to a carve-out for certain political risk events. During the year ended December 31, 2011, an additional $159 million was drawn for a total amount drawn of $940 million at December 31, 2011 ($376 million – Goldcorp’s share). The remaining $95 million available ($38 million – Goldcorp’s share) is expected to be drawn during 2012.

In the opinion of management, the working capital at December 31, 2011, together with future cash flows from operations and available funding facilities, is sufficient to support the Company’s commitments. The Company’s total planned capital expenditures for 2012 is $2.6 billion, 40% of which relate to operations and the remaining 60% to projects (Cerro Negro, Éléonore, Cochenour, El Morro, Camino Rojo and Pueblo Viejo).

For the periods beyond 2012, the Company’s cash flows from operations and available funding under the Company’s loan facilities are expected to sufficiently support further expansions and growth. Peñasquito will be the main driver of the Company’s gold production growth expected in the next five years, with significant contributions from Red lake, Pueblo Viejo and Cerro Negro.

(iii) Market risk

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and zinc are sold in US dollars and the Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Argentinean pesos, Guatemalan quetzals and Chilean pesos. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver, copper, lead and zinc production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are denominated in non-US dollar currencies which are subject to currency risk. Accounts receivable and other current and long-term assets denominated in non-US dollars relate to goods and services taxes, income taxes, value-added taxes and insurance receivables.

The Company is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss is denominated in a non-US dollar currency. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting deferred tax charged or credited to income tax expense. At December 31, 2011,

GOLDCORP    |    49

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

the Company had $5.6 billion of deferred income tax liabilities, of which $5.1 billion arose primarily from the acquisitions of Placer Dome Inc.’s assets and Glamis in 2006, and Camino Rojo and Cerro Negro in 2010 and which are denominated in currencies other than the US dollar.

The Company is exposed to currency risk through the following financial assets and liabilities and deferred income tax liabilities denominated in currencies other than US dollars:

At December 31, 2011	Cash and cash equivalents		Accounts receivable and other current and non-current assets		Income taxes receivable (payable)		Accounts payable and accrued liabilities		Deferred income tax liabilities
Canadian dollar	$	22	$	58	$	(116)	$	(238)	$	(852)
Mexican peso		20		58		(13)		(86)		(2,927)
Argentinean peso		20		55		(17)		(25)		(1,304)
Guatemalan quetzal		5		14		(3)		(27)		(21)
Chilean peso		1		3		-		(16)		-
	$	68	$	188	$	(149)	$	(392)	$	(5,104)
At December 31, 2010
Canadian dollar	$	70	$	97	$	(62)	$	(204)	$	(784)
Mexican peso		34		90		(177)		(88)		(2,892)
Argentinean peso		1		33		(47)		(48)		(1,305)
Guatemalan quetzal		5		18		(5)		(18)		(11)
Chilean peso		-		1		-		(3)		-
	$	110	$	239	$	(291)	$	(361)	$	(4,992)

During the year ended December 31, 2011, the Company recognized a gain of $3 million on foreign exchange (2010 – loss of $1 million). Based on the above net exposures at December 31, 2011, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an approximate $10 million increase or decrease in the Company’s after-tax net earnings, respectively.

During the year ended December 31, 2011, the Company recognized a net foreign exchange loss of $84 million in income tax expense on income taxes receivable/(payable) and deferred taxes (2010 – net gain of $35 million). Based on the above net exposures at December 31, 2011, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an approximate $58 million decrease or increase in the Company’s after-tax net earnings, respectively.

During the year ended December 31, 2011 and in accordance with its Risk Management Policy, the Company entered into Canadian dollar and Mexican peso forward and option contracts to purchase and sell the respective foreign currencies at pre-determined US dollar amounts. These contracts were entered into to normalize operating expenses incurred by the Company’s foreign operations as expressed in US dollar terms.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its outstanding borrowings, its share of the Pueblo Viejo project financing, cash and cash equivalents and money market investments. At December 31, 2011, the Company’s revolving credit facility is subject to a floating interest rate. In addition, the Primero 5-year Promissory Note and debt component of the $30 million Primero Convertible Note are exposed to interest rate risk as a result of the fixed interest rates earned. The

50    |    GOLDCORP

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

Company monitors its exposure to interest rates and is comfortable with its exposures given the relatively low short-term US dollar rates. The weighted average interest rate paid by the Company during the year ended December 31, 2011 on its revolving credit facility was nil% (2010 – 0.74%). The average interest rate earned by the Company during the year ended December 31, 2011 on its cash and cash equivalents was 0.20% (2010 – 0.20%). A 10% increase or decrease in the interest earned from financial institutions on deposits held and money market investments would result in a nominal increase or decrease in the Company’s after-tax net earnings (2010 – nominal).

Price risk

Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. Profitability of the Company in the next year depends on metal prices for gold, silver, copper, lead and zinc. Gold, silver, copper, lead and zinc prices are affected by numerous factors such as the sale or purchase of gold and silver by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuations in the value of the US dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold, silver and copper-producing countries throughout the world. A 10% increase or decrease in metal prices would result in a $418 million increase or decrease in the Company’s after-tax net earnings (2010 – $317 million).

The Company has a policy not to hedge gold sales. In accordance with the Company’s Risk Management Policy, the Company may hedge up to 50% and 30% of its by-product base metal sales volume over the next fifteen months and subsequent sixteen to twenty-seven months, respectively, to manage its exposure to fluctuations in base metal prices.

The costs relating to the Company’s production, development and exploration activities vary depending on the market prices of certain mining consumables including diesel fuel and electricity. A 10% increase or decrease in diesel fuel market prices would result in a $12 million decrease or increase in the Company’s after-tax net earnings (2010 – $9 million). The Company does not intend to hedge against diesel fuel price fluctuations in Mexico as the government regulates the domestic market. As and when it is determined to be favourable, the Company will enter into hedges against diesel fuel price fluctuations in Canada and the United States. At December 31, 2011, the Company has entered into heating oil contracts to manage its exposure to fuel prices. Electricity is regionally priced in Ontario, Canada and Mexico and semi-regulated by the provincial and federal governments, respectively. The regulation of electricity prices reduces the risk of price fluctuation and the Company therefore does not contemplate entering into contracts to hedge against such risk.

The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of each equity investment, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being recognized in other comprehensive income.

CAPITAL RESOURCES

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

	At December 31 2011		At December 31 2010		At January 1 2010
Shareholders’ equity	$	21,272	$	19,553	$	14,375
Current debt included in other current liabilities		-		-		17
Long-term debt		737		695		656
		22,009		20,248		15,048
Less:  Cash and cash equivalents		(1,502)		(556)		(875)
Money market investments		(272)		-		-
	$	20,235	$	19,692	$	14,173

GOLDCORP    |    51

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

At December 31, 2011, there was no externally imposed capital requirement to which the Company is subject and with which the Company has not complied.

During the year ended December 31, 2011, the Company invested a total of $1,808 million in mining interests, including $447 million at Pueblo Viejo, $268 million at Red Lake, $234 million at Éléonore, $170 million at Peñasquito, $122 million at Cerro Negro, $105 million at Marlin, $95 million at El Morro, $92 million at Porcupine, $74 million at Los Filos and $67 million at Musselwhite.

As at February 15, 2012, there were 810 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$12.55 per share to C$48.16 per share.

Cash dividend payments during the year ended December 31, 2011 totalled $330 million (2010 – $154 million).

OTHER RISKS AND UNCERTAINTIES

Foreign Operations

In 2011, the majority of the Company’s foreign operations were conducted in Mexico, Guatemala, Argentina, the Dominican Republic, Chile and the United States, and as such the Company’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in Mexico, Guatemala, Argentina, the Dominican Republic, Chile and the United States may adversely affect the 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, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have a material adverse effect on the Company’s operations or profitability.

Government Regulation

The mining, processing, development and mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, royalties, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could have an adverse effect on the Company’s financial position and results of operations.

Environmental Regulation

The Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for

52    |    GOLDCORP

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

companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s financial position and results of operations.

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

Other

For further information regarding the Company’s operational risks, please refer to the section entitled “Description of the Business – Risk Factors” in the Annual Information Form for the year ended December 31, 2010, available at www.sedar.com and to the Company’s Annual Information Form for the year ended December 31, 2011 to be filed on SEDAR.

BASIS OF PREPARATION AND FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

The Company has prepared its consolidated financial statements in accordance with IFRS as issued by the IASB. IFRS represents standards and interpretations approved by the IASB and are comprised of IFRS, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICs”). The Company adopted IFRS in accordance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”) with a transition date of January 1, 2010 and the Company’s consolidated financial statements have been prepared in accordance with IFRS standards and interpretations effective as of December 31, 2011, with significant accounting policies as described in notes 2 and 3 of the Company’s consolidated financial statements for the year ended December 31, 2011.

There were no changes to the accounting policies applied by the Company to each of the 2011 quarterly unaudited condensed interim consolidated financial statements, to those applied by the Company to the consolidated financial statements for the year ended December 31, 2011.

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

Management has made the following critical judgements and estimates:

Critical Judgments in Applying Accounting Policies

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

(a) Operating levels intended by management

Prior to reaching operating levels intended by management, costs incurred are capitalized as part of the costs of related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when operating levels intended by management have been reached. Management considers several factors in determining when a mining property has reached the operating levels intended by management. The results of operations of the Company during the periods presented in these audited consolidated financial statements have

GOLDCORP    |    53

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

been impacted by management’s determination that its Peñasquito mine reached the operating levels intended by management on September 1, 2010.

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

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

(c) Functional currency

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

(d) Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgements, taking into account all facts and circumstances. If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business.

Key Sources of Estimation Uncertainty

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

(a) Impairment of mining interests and goodwill

The Company considers both external and internal sources of information in assessing whether there are any indications that mining interests and goodwill are impaired. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mining interests and goodwill. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. In assessing whether there is objective evidence that the Company’s mining interests represented by its investments in associates are impaired, the Company’s management considers observable data including the carrying amounts of the investees’ net assets as compared to their market capitalization.

In determining the recoverable amounts of the Company’s mining interests and goodwill, the Company’s management makes estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s mining interests and/or goodwill.

At December 31, 2011, the Company recognized an impairment expense of $65 million for the Company’s equity investment in Primero due to a prolonged and significant decline in share price.

At December 31, 2011, the carrying amounts of the Company’s mining interests and goodwill were $24,209 million and $1,737 million, respectively.

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

(b) Mine operating costs

In determining mine operating costs recognized in the Consolidated Statements of Earnings, the Company’s management makes estimates of quantities of ore stacked on leach pads and in process and the recoverable gold in this material to determine the average costs of finished goods sold during the period. Changes in these estimates can result in a change in mine operating costs of future periods and carrying amounts of inventories.

At December 31, 2011, the carrying amount of current and non-current inventories was $655 million.

(c) Estimated recoverable ounces

The carrying amounts of the Company’s mining properties are depleted based on recoverable ounces. Changes to estimates of recoverable ounces and depletable costs including changes resulting from revisions to the Company’s mine plans and changes in metal price forecasts can result in a change to future depletion rates.

(d) Deferred stripping costs

In determining whether stripping costs incurred during the production phase of a mining property relate to reserves and resources that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the mining property (“life of mine strip ratio”). Changes in estimated life of mine strip ratios can result in a change to the future capitalization of stripping costs incurred.

At December 31, 2011, the carrying amount of stripping costs capitalized was $90 million.

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

In a business combination, it generally takes time to obtain the information necessary to measure the fair values of assets acquired and liabilities assumed and the resulting goodwill, if any. Changes to the provisional measurements of assets and liabilities acquired including the associated deferred income taxes and resulting goodwill may be retrospectively adjusted when new information is obtained until the final measurements are determined (within one year of acquisition date). The determination of fair value as of the acquisition date requires management to make certain judgements and estimates about future events, including, but not restricted to, estimates of mineral reserves and resources acquired, exploration potential, future operating costs and capital expenditures, future metal prices, long-term foreign exchange rates, and discount rates.

In determining the amount for goodwill, the Company’s management makes estimates of the discounted future after-tax cash flows expected to be derived from the acquired business based on estimates of future revenues, expected conversions of resources to reserves, future production costs and capital expenditures, based on a life of mine plan. To estimate the fair value of the exploration potential, a market approach is used which evaluates recent comparable gold property transactions. The excess of acquisition cost over the net identifiable assets acquired represents goodwill.

(f) Income taxes

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

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

(g) Recoverability of notes receivable

In determining whether the Company’s notes receivable from Primero (the “Primero Notes”) are recoverable, management makes estimates of the future cash flows of Primero. Reductions in estimates of future cash flows of Primero can result in a write-down of the carrying amounts of the Primero Notes.

At December 31, 2011, the carrying amounts of the Primero 5-year Promissory Note and debt component of the Convertible Note from Primero were $56 million and $31 million, respectively, which include $5 million of accrued interest included in other current assets.

As part of the impairment assessment performed for the Company’s equity interest in Primero, the Company performed an assessment of recoverability of the Primero Notes based on projected future cash flows for the next five years. The Company determined there was no evidence of impairment of the Primero Notes at December 31, 2011.

(h) Estimated reclamation and closure costs

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates and assumptions of risks associated with the future cash outflows, and the applicable risk-free interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company. At December 31, 2011, the carrying amount of the Company’s provision for reclamation and closure cost obligations was $395 million (undiscounted amount – $1,354 million).

Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of related mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

(i) Guarantee of minimum cumulative silver ounces sold by Primero to Silver Wheaton

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

At December 31, 2011, the amount recognized as a liability for the Company’s guarantee to Silver Wheaton was $7 million.

(j) Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

CHANGES IN ACCOUNTING STANDARDS

Accounting standards effective January 1, 2012

Financial instruments disclosure

In October 2010, the IASB issued amendments to IFRS 7 - Financial Instruments: Disclosures that improve the disclosure requirements in relation to transferred financial assets. The amendments are effective for annual periods beginning on or after July 1, 2011, with earlier application permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.

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

Income taxes

In December 2010, the IASB issued an amendment to IAS 12 - Income Taxes which provides a practical solution to determining the recovery of investment properties as it relates to the accounting for deferred income taxes. This amendment is effective for annual periods beginning on or after July 1, 2011, with earlier application permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.

Accounting standards effective January 1, 2013

Consolidation

In May 2011, the IASB issued IFRS 10 - Consolidated Financial Statements (“IFRS 10”), which supersedes SIC 12 - Consolidation - special purpose entities and the requirements relating to consolidated financial statements in IAS 27 - Consolidated and Separate Financial Statements. IFRS 10 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 10 establishes control as the basis for an investor to consolidate its investees and defines control as an investor’s power over an investee with exposure, or rights, to variable returns from the investee and the ability to affect the investor’s returns through its power over the investee.

In addition, the IASB issued IFRS 12 - Disclosure of Interests in Other Entities (“IFRS 12”) which combines and enhances the disclosure requirements for the Company’s subsidiaries, joint arrangements, associates and unconsolidated structured entities. The requirements of IFRS 12 include enhanced reporting of the nature of risks associated with the Company’s interests in other entities, and the effects of those interests on the Company’s consolidated financial statements.

The Company does not anticipate the application of IFRS 10 and IFRS 12 to have a significant impact on its consolidated financial statements.

Joint arrangements

In May 2011, the IASB issued IFRS 11 - Joint Arrangements (“IFRS 11”), which supersedes IAS 31 - Interests in Joint Ventures and SIC 13 - Jointly Controlled Entities - Non-Monetary Contributions by Venturers. IFRS 11 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures based on the rights and obligations of the parties to the joint arrangements. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (“joint operators”) have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (“joint venturers”) have rights to the net assets of the arrangement. IFRS 11 requires that a joint operator recognize its portion of assets, liabilities, revenues and expenses of a joint arrangement, while a joint venturer recognizes its investment in a joint arrangement using the equity method.

The Company has undertaken a preliminary assessment of the impact that IFRS 11 is expected to have on its consolidated financial statements. As a result of the application of IFRS 11, the Company anticipates that its 37.5% interest in Alumbrera, which is currently proportionately consolidated in the Company’s consolidated financial statements, will be required to be accounted for using the equity method and the Company’s share of net earnings and net assets will be separately disclosed in the Consolidated Statements of Earnings and Consolidated Balance Sheets, respectively. For the year ended December 31, 2011, the net effect of accounting for Alumbrera using the equity method would be to remove the Company’s share of revenues and expenses of Alumbrera and increase Goldcorp’s share of earnings of equity investees by $118 million with no impact to net earnings.

The impact on the consolidated balance sheet for the year ended December 31, 2011 would be a net decrease to mining interests of $24 million and a decrease to other assets and total liabilities of $208 million and $232 million, respectively. Using the equity method to account for the Company’s share of Alumbrera’s operating, financing and investing cash flows would result in a decrease to operating cash flows of $74 million (net of distributions of $150 million which are not return of capital distributions) and an increase to investing activities of $82 million.

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

Fair value measurement

In May 2011, as a result of the convergence project undertaken by the IASB with the US Financial Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements, the IASB issued IFRS 13 - Fair Value Measurement (“IFRS 13”). IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 13 defines fair value and sets out a single framework for measuring fair value which is applicable to all IFRSs that require or permit fair value measurements or disclosures about fair value measurements. IFRS 13 requires that when using a valuation technique to measure fair value, the use of relevant observable inputs should be maximized while unobservable inputs should be minimized.

The Company does not anticipate the application of IFRS 13 to have a significant impact on its consolidated financial statements.

Financial statement presentation

In June 2011, the IASB issued amendments to IAS 1 - Presentation of Financial Statements (“IAS 1”) that require an entity to group items presented in the statement of other comprehensive income on the basis of whether they may be reclassified to profit or loss subsequent to initial recognition. For those items presented before tax, the amendments to IAS 1 also require that the tax related to the two separate groups be presented separately. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with earlier application permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.

Employee benefits

In June 2011, the IASB issued amendments to IAS 19 - Employee Benefits (“IAS 19”) that introduced significant changes to the accounting for defined benefit plans and other employee benefits. The amendments include elimination of the options to defer or recognize in full in profit or loss actuarial gains and losses and instead mandates the immediate recognition of all actuarial gains and losses in other comprehensive income. The amended IAS 19 also requires calculation of net interest on the net defined benefit liability or asset using the discount rate used to measure the defined benefit obligation.

In addition, other changes incorporated into the amended standard include changes made to the date of recognition of liabilities for termination benefits and changes to the definitions of short-term employee benefits and other long-term employee benefits which may impact on the classification of liabilities associated with those benefits.

The amendments to IAS 19 are effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. The Company does not anticipate the amendments to IAS 19 to have a significant impact on its consolidated financial statements.

Stripping costs in the production phase of a surface mine

In October 2011, the IASB issued IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine (“IFRIC 20”). IFRIC 20 clarifies the requirements for accounting for the costs of stripping activity in the production phase when two benefits accrue: (i) usable ore that can be used to produce inventory; and (ii) improved access to further quantities of material that will be mined in future periods. IFRIC 20 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted and includes guidance on transition for pre-existing stripping assets.

The Company is currently evaluating the impact the new guidance is expected to have on its consolidated financial statements.

Accounting standards effective January 1, 2015

Financial instruments

The IASB intends to replace IAS 39 - Financial Instruments: Recognition and Measurement (“IAS 39”) in its entirety with IFRS 9 - Financial Instruments (“IFRS 9”) in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-based and less complex than IAS 39. In November 2009 and October 2010, phase 1 of IFRS 9 was issued and amended, respectively, which addressed the classification and measurement of financial assets and financial liabilities. IFRS 9 requires that all financial assets be classified as subsequently measured at amortized cost or at fair value based

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

on the Company’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except for financial liabilities classified as at FVTPL, financial guarantees and certain other exceptions. In response to delays to the completion of the remaining phases of the project, on December 16, 2011, the IASB issued amendments to IFRS 9 which deferred the mandatory effective date of IFRS 9 from January 1, 2013 to annual periods beginning on or after January 1, 2015. The amendments also provided relief from the requirement to restate comparative financial statements for the effects of applying IFRS 9.

The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

On January 1, 2011, the Canadian Accounting Standards Board replaced Canadian GAAP with IFRS for publicly accountable enterprises, with a transition date of January 1, 2010. IFRS represents standards and interpretations approved by the IASB and are comprised of IFRSs, IASs, and interpretations issued by the IFRIC or the former SIC.

The Company implemented its conversion from Canadian GAAP to IFRS through a transition plan that involves the following four phases: scoping and planning (“phase 1”); detailed assessment (“phase 2”); operations implementation (“phase 3”); and post implementation (“phase 4”). Phases 1, 2 and 3 were completed during 2009 and 2010. Phase 4, which involves the maintenance of sustainable IFRS compliant financial data and processes for fiscal 2011 and beyond, has been carried out throughout 2011. Management did not encounter any significant issues during the reporting process for the Company’s 2011 quarterly and annual financial statements.

The conversion from Canadian GAAP to IFRS as a primary basis for preparing the Company’s consolidated financial statements has resulted in (a) changes in the Company’s accounting policies; (b) changes to the Company’s financial reporting process and systems; (c) incremental controls relating to the conversion and the design, implementation and testing of changes to the Company’s financial reporting process and systems; and (d) additional financial expertise and training requirements. The conversion did not have any significant impact on the Company’s financial covenants, key financial performance ratios or compensation plans.

The Company’s consolidated financial statements as at and for the year ended December 31, 2011 have been prepared in accordance with existing IFRS standards with restatements of the comparative balance sheets as at December 31, 2010 and January 1, 2010 and statements of earnings and comprehensive income for the year ended December 31, 2010 as previously reported and prepared in accordance with Canadian GAAP.

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

The following tables reconcile the Company’s consolidated balance sheets and statements of earnings and comprehensive income prepared in accordance with Canadian GAAP and as previously reported, to those prepared and reported in the Company’s consolidated financial statements in accordance with IFRS:

Condensed consolidated balance sheets

At January 1, 2010	Canadian GAAP, previously reported		Income taxes (a)		Convertible notes (b)		Share purchase warrants (c)		Other (d)(e)		IFRS
Assets
Current assets	$	1,602	$	-	$	-	$	-	$	53	$	1,655
Non-current assets		19,347		(461)		-		(173)		(64)		18,649
	$	20,949	$	(461)	$	-	$	(173)	$	(11)	$	20,304
Liabilities
Current liabilities	$	735	$	-	$	-	$	-	$	(99)	$	636
Non-current liabilities		4,670		241		173		72		86		5,242
		5,405		241		173		72		(13)		5,878
Equity
Shareholders’ equity		15,493		(702)		(173)		(245)		2		14,375
Non-controlling interests		51		-		-		-		-		51
		15,544		(702)		(173)		(245)		2		14,426
Total liabilities and equity	$	20,949	$	(461)	$	-	$	(173)	$	(11)	$	20,304
At December 31, 2010	Canadian GAAP, as revised (g)		Income taxes (f)		Convertible notes (f)		Share purchase warrants (f)		Other  (f)		IFRS
Assets
Current assets	$	1,624	$	-	$	-	$	-	$	(46)	$	1,578
Non-current assets		26,637		(461)		8		(173)		50		26,061
	$	28,261	$	(461)	$	8	$	(173)	$	4	$	27,639
Liabilities
Current liabilities	$	1,040	$	-	$	-	$	42	$	(166)	$	916
Non-current liabilities		6,814		(194)		186		-		151		6,957
		7,854		(194)		186		42		(15)		7,873
Equity
Shareholders’ equity		20,194		(267)		(178)		(215)		19		19,553
Non-controlling interest		213		-		-		-		-		213
		20,407		(267)		(178)		(215)		19		19,766
Total liabilities and equity	$	28,261	$	(461)	$	8	$	(173)	$	4	$	27,639

The following paragraphs explain the key differences between the Company’s accounting policies under IFRS and those under Canadian GAAP and their impacts on the Company’s consolidated balance sheets:

(a) IAS 12 – Income Taxes (“IAS 12”) requires deferred income taxes to be recognized for temporary differences arising from the difference between the historical exchange rate and the current exchange rate translations of the costs of non-monetary assets and liabilities denominated in foreign currencies (“foreign non-monetary assets and liabilities”). Under Canadian

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

GAAP, these temporary differences are not accounted for. The impact of this difference was a decrease of $675 million in opening retained earnings at January 1, 2010.

In accordance with IAS 12, deferred income taxes are not recognized for temporary differences that arise from differences between the fair values and tax bases of assets acquired in a transaction other than a business combination. Under Canadian GAAP, deferred income taxes are recognized for such temporary differences. In accordance with IAS 12, the Company derecognized the deferred income tax liability recorded on initial recognition of the Gold Eagle Mine Ltd’s assets acquired in February 2008 which resulted in a decrease of $27 million in opening retained earnings at January 1, 2010.

(b) In accordance with IAS 32, an issuer’s option to settle in cash upon conversion results in the conversion feature of convertible debt being accounted for as an embedded derivative which must be separately accounted for at fair value on initial recognition. The carrying amount of the debt component, on initial recognition, is calculated as the difference between the proceeds of the convertible debt as a whole and the fair value of the conversion feature. Transaction costs are allocated to the debt and derivative components in proportion to the allocation of the proceeds on initial recognition. Transaction costs allocated to the derivative component are expensed, while costs allocated to the debt component are offset against the carrying amount of the liability and included in the determination of the effective interest rate. Subsequent to initial recognition, the derivative component is re-measured at fair value at the end of each reporting period while the debt component is accreted to the face value of the debt using the effective interest method.

The Company has the option to settle in cash upon conversion of the Notes issued on June 5, 2009. Accordingly, the conversion feature of the Notes meets the definition of a derivative which must be accounted for separately from the host debt component. The Company recorded adjustments to (a) reclassify the conversion feature of the Notes from equity to non-current derivative liabilities, (b) re-measure the proceeds allocated to the debt and derivative components on initial recognition, (c) expense the transaction costs allocated to the derivative component, (d) capitalize the transaction costs allocated to the debt component against the carrying amount of the liability and (e) re-measure the derivative component at fair value as at January 1, 2010. The impacts of the adjustments at January 1, 2010 were to increase non-current derivative liabilities by $231 million, decrease long-term debt by $62 million, increase deferred income tax liabilities by $4 million, decrease equity by $173 million, including a decrease to opening retained earnings of $17 million.

(c) In accordance with IAS 39, share purchase warrants issued with exercise prices denominated in foreign currencies are classified and presented as derivative liabilities and measured at fair value. Under Canadian GAAP, all warrants are presented as equity. At January 1, 2010, the Company had 9.2 million share purchase warrants outstanding with C$ exercise prices included in equity with a carrying amount of $50 million for Canadian GAAP purposes. For IFRS purposes, the carrying amount of these warrants were reclassified from equity to non-current derivative liabilities, re-measured at fair value with the difference between the fair value and amount removed from equity being recognized as an adjustment to opening retained earnings. An opening retained earnings adjustment was also recorded for share purchase warrants previously exercised, calculated as the difference between the fair values of the share purchase warrants on the dates of exercise and the amounts previously recorded in share capital. The accounting for share purchase warrants with C$ exercise prices owned by Silver Wheaton prior to the disposition of the Company’s interest in Silver Wheaton in February 2008 as derivative liabilities measured at fair value resulted in a $275 million increase to the excess consideration received on the disposition which has been accounted for partially as additional gain on disposition of Silver Wheaton shares in February 2008 ($102 million) and as a reduction in the carrying amount of certain mining interests ($173 million). The impacts of the adjustments relating to share purchase warrants were to decrease mining interests by $173 million, increase non-current derivative liabilities by $72 million, decrease share purchase warrants included in equity by $50 million, increase share capital by $762 million and decrease opening retained earnings by $957 million.

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

(d) In accordance with and as permitted by IFRS 1, the Company made the following adjustments:

(i) increased cumulative reclamation and closure costs capitalized and included in the carrying amounts of operating mines and development projects at January 1, 2010 by $9 million. Depletion of reclamation and closure costs capitalized and included in the carrying amounts of mining properties and accretion of reclamation and closure cost obligations for periods commencing on or after January 1, 2010 have been calculated based on the adjusted amounts of reclamation and closure cost obligations at January 1, 2010;

(ii) recognized the cumulative net actuarial gains on the Company’s defined benefit plans which had not yet been recognized under Canadian GAAP in the amount of $3 million in opening retained earnings at January 1, 2010;

(iii) recognized the $102 million cumulative translation difference from translating the Company’s Canadian operations prior to April 1, 2005 in opening retained earnings at January 1, 2010; and

(iv) measure an item of property, plant and equipment at fair value using the written-down carrying amount of the Pamour open pit, included in the carrying amount of the Porcupine mining interests, and use that fair value as measured under Canadian GAAP at December 31, 2008, less subsequent depreciation and depletion, and use that fair value as the deemed cost of the Pamour pit on January 1, 2010. As a result of this election, the Company reclassified $19 million from accumulated depreciation, depletion and impairment loss to costs of mining properties at January 1, 2010. The election had no impact on total equity.

(e) In accordance with IAS 12, the Company reclassified $108 million in deferred income tax liabilities from current to non-current liabilities at January 1, 2010 (December 31, 2010 – $175 million) and $4 million in deferred income tax assets from current to non-current assets (December 31, 2010 – $46 million).

In accordance with IFRS 5 – Non-current Assets Held For Sale (“IFRS 5”), the Company reclassified the carrying amount of the El Limón mining property from non-current assets to current asset held for sale.

(f) The significant impacts of IFRS on the Company’s consolidated balance sheet at December 31, 2010 include those described above and those described below in the reconciliation of the Company’s condensed statements of earnings and comprehensive income. In addition, the Company made the following adjustment:

(i) retrospectively adjusted the carrying amount of the non-controlling interest in El Morro based on the final measurements determined during the fourth quarter of 2010 for assets and liabilities acquired in the El Morro business combination on February 16, 2010. The significant impacts of the retrospective adjustment were to increase mining interests and deferred income tax liabilities by $39 million and $43 million, respectively, and reduce non-controlling interests by $7 million at December 31, 2010.

(g) As the Company finalized the Andean purchase price allocation during the fourth quarter of 2011, the Company retrospectively adjusted the Canadian GAAP consolidated balance sheet.

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

Condensed consolidated statements of earnings and comprehensive income

Year ended December 31, 2010	Canadian GAAP, as previously reported		Income taxes (a)		Convertible notes and share purchase warrants (b)(c)		San Dimas discontinued operation (d)		Other (e)		IFRS
Revenues	$	3,800	$	-	$	-	$	(62)	$	-	$	3,738
Mine operating costs		(2,101)		-		-		31		(8)		(2,078)
Earnings from mine operations		1,699		-		-		(31)		(8)		1,660
Share of earnings and losses of associates, net of tax		-		-		-		-		(8)		(8)
Exploration and evaluation costs and corporate administration		(229)		-		-		-		(7)		(236)
Earnings from operations		1,470		-		-		(31)		(23)		1,416
Losses on derivatives, net		(62)		-		29		-		-		(33)
Gains on dispositions of mining interests, net		780		-		-		(373)		-		407
Losses on foreign exchange, net		(355)		354		-		1		-		-
Other		(107)		-		(4)		1		39		(71)
Earnings from continuing operations before taxes		1,726		354		25		(402)		16		1,719
Income taxes		(346)		85		(1)		(48)		3		(307)
Net earnings from continuing operations		1,380		439		24		(450)		19		1,412
Net earnings from discontinued operations		186		(4)		-		450		(1)		631
Net earnings	$	1,566	$	435	$	24	$	-	$	18	$	2,043
Other comprehensive income, net of tax	$	323	$	-	$	-	$	-	$	-	$	323
Total comprehensive income	$	1,889	$	435	$	24	$	-	$	18	$	2,366

The significant impacts of IFRS on the Company’s consolidated statements of earnings and comprehensive income are as follows:

(a) For the year ended December 31, 2010, the Company reclassified foreign exchange losses on deferred income taxes to deferred income tax recovery adjustments, and recorded a $439 million deferred income tax recovery adjustment to reflect the impact of foreign exchange movements on its foreign non-monetary assets and liabilities in accordance with IAS 12. Additionally, the Company recorded $4 million in current income tax expense relating to intercompany gains which was eliminated under Canadian GAAP for the year ended December 31, 2010.

(b) For the year ended December 31, 2010, the Company recognized a decrease in net earnings of $5 million to reflect the $1 million increase in fair value of the conversion feature of the Company’s Notes during the period and $4 million additional interest expense on the Notes as a result of accounting for the Company’s Notes using the principles of IAS 32 and IAS 39 as described above.

(c) For the year ended December 31, 2010, the Company recognized an increase in net earnings of $30 million to reflect the change in fair value of the share purchase warrants outstanding during the year as a result of accounting for the share purchase warrants using the principles of IAS 39 as described above.

(d) In accordance with the criteria under IFRS 5 for classification of a component of the Company that has been disposed of, the Company has presented the results of San Dimas in net earnings from discontinued operations.

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

(e) For the year ended December 31, 2010, the Company:

(i) capitalized an additional $44 million of borrowing costs incurred (net of tax – $39 million) as part of the costs of mining properties in accordance with IAS 23, which were expensed under Canadian GAAP;

(ii) increased its provision for reclamation and closure costs by $22 million (net of tax – $16 million) to reflect the re-measurement of the Company’s obligations at the end of each reporting period in accordance with IAS 37; and

(iii) recorded a provision for constructive obligations in the amount of $7 million (net of tax – $5 million), in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”), which were not recognized under Canadian GAAP.

Consolidated Statements of Cash Flows

For IFRS purposes, the Company has presented the cash flows of San Dimas in cash flows from discontinued operations in accordance with IAS 7 – Statement of Cash Flows. In addition, interest incurred that is capitalized and included in the carrying amount of qualifying mining properties has been presented as cash flows from investing activities. As a result, the Company’s cash flows from continuing operations prepared and reported in these consolidated financial statements in accordance with IFRS differ from those prepared in accordance with Canadian GAAP and as previously reported as follows:

Year ended December 31, 2010:

(i) Net cash provided by operating activities of continuing operations – decreased from $1,787 million to $1,764 million.

(ii) Net cash used in investing activities of continuing operations – increased from $2,249 million to $2,398 million.

OUTLOOK

For 2012, the Company expects to produce approximately 2.6 million ounces of gold at a total cash cost of $250 to $275 per ounce on a by-product basis. On a co-product basis, the Company is forecasting total cash costs in the range of $550 to $600 per ounce of gold, based on an allocation of Peñasquito operating expenses against the four primary metals produced in proportion to assumed revenues. Assumptions used to forecast total cash costs for 2012 include $1,600 per ounce of gold; by-product metal prices of $34.00 per ounce silver; $3.50 per pound copper; $0.90 per pound zinc; $0.90 per pound lead; an oil price of $95 per barrel; and the Canadian dollar and Mexican peso at $1.00 and $13.00, respectively, to the US dollar.

Capital expenditures for 2012 are forecast at approximately $2.6 billion of which approximately 60% is allocated to projects and 40% to operations. Major project expenditures in 2012 include approximately $0.5 billion at Cerro Negro, $0.4 billion at Éléonore, $0.35 billion at Pueblo Viejo, and $0.2 billion at El Morro. Exploration expenditures in 2012 are expected to amount to approximately $0.2 billion, 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 stock based compensation, is forecast at $160 million for 2012. Depreciation, depletion and amortization expense is expected to be approximately $325 per ounce. The company expects an overall effective tax rate of 30% for 2012.

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.

64    |    GOLDCORP

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

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.

The financial reporting changes that resulted from the application of IFRS accounting policies which were implemented during the year ended December 31, 2011 have not materially affected, or are not reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

Limitation on scope of design

The Company’s management, with the participation of its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has limited the scope of the design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Alumbrera, an entity in which the Company holds a 37.5% interest because the Company does not have the ability to dictate or modify controls at this entity and the Company does not have the ability to assess, in practice, the controls at the entity. Alumbrera constitutes 2.2% of total assets, 1.9% of net assets, 10.6% of revenues, 7.9% of earnings from operations and 6.3% of net earnings of the Company, as of and for the year ended December 31, 2011, as disclosed in the Company’s consolidated financial statements.

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

GOLDCORP    |    65

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

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, 2010 available at www.sedar.com and to the Company’s Annual Information Form for the year ended December 31, 2011 to be filed on SEDAR. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof and accordingly are subject to change after such date. Except as otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about 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.

66    |    GOLDCORP

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

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES

Readers should refer to the Annual Information Form of Goldcorp for the year ended December 31, 2010 available at www.sedar.com, and to the Company’s Annual Information Form for the year ended December 31, 2011 to be filed on SEDAR for further information on mineral reserves and resources, which is subject to the qualifications and notes set forth therein.

GOLDCORP    |    67

EX-99.3

Exhibit 99.3

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements have been prepared by management and are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements. A system of internal control has been developed and is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable.

The Board of Directors approves the consolidated financial statements and ensures that management discharges its financial reporting responsibilities. The Board’s review is accomplished principally through the Audit Committee, which is composed of non-executive directors. The Audit Committee meets periodically with management and the auditors to review financial reporting and control matters.

Charles Jeannes	Lindsay Hall
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer
Vancouver, Canada
February 15, 2012

1    |    GOLDCORP

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Goldcorp Inc.

We have audited the accompanying consolidated financial statements of Goldcorp Inc. and subsidiaries (the “Company”), which comprise the consolidated balance sheets as at December 31, 2011, December 31, 2010, and January 1, 2010, and the consolidated statements of earnings, comprehensive income, cash flows, and changes in equity for the years ended December 31, 2011 and December 31, 2010, and the notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Goldcorp Inc. and its subsidiaries as at December 31, 2011, December 31, 2010 and January 1, 2010 and their financial performance and cash flows for the years ended December 31, 2011 and December 31, 2010 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other Matter

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Independent Registered Chartered Accountants

February 15, 2012

Vancouver, Canada

GOLDCORP    |    2

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Goldcorp Inc. (“Goldcorp” or “the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or caused to be designed under the supervision of, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. It includes those policies and procedures that:

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

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

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

We have excluded from our assessment the internal control over financial reporting at Minera Alumbrera Ltd. (“Alumbrera”) in which we hold a 37.5% interest because we do not have the ability to dictate or modify controls at this entity and we do not have the ability to assess, in practice, the controls at the entity. Alumbrera constitutes 2.2% of total assets, 1.9% of net assets, 10.6% of revenues, 7.9% of earnings from operations and associates and 6.3% of net earnings of Goldcorp, as of and for the year ended December 31, 2011, as disclosed in the Company’s consolidated financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Goldcorp’s internal control over financial reporting as of December 31, 2011, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2011, Goldcorp’s internal control over financial reporting was effective.

The effectiveness of Goldcorp’s internal control over financial reporting, as of December 31, 2011, has been audited by Deloitte & Touche LLP, Independent Registered Chartered Accountants, who also audited the Company’s consolidated financial statements as of and for the year ended December 31, 2011, as stated in their report which appears on the following page.

Charles Jeannes	Lindsay Hall
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer

Vancouver, Canada

February 15, 2012

3    |    GOLDCORP

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Shareholders of Goldcorp Inc.

We have audited the internal control over financial reporting of Goldcorp Inc. and subsidiaries (the “Company”) as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Minera Alumbrera Limited (“Alumbrera”), in which the Company holds a 37.5% interest and proportionally consolidates in the accompanying consolidated financial statements, because the Company does not have the ability to dictate or modify controls at this entity and does not have the ability to assess, in practice, the controls at the entity. Alumbrera constitutes 2.2% of total assets, 1.9% of net assets, 10.6% of revenues, 7.9% of earnings from operations and associates and 6.3% of net earnings of the consolidated financial statements as of and for the year ended December 31, 2011. Accordingly, our audit did not include the internal control over financial reporting at Alumbrera. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as at and for the year ended December 31, 2011 of the Company and our report dated February 15, 2012 expressed an unqualified opinion on those consolidated financial statements.

Independent Registered Chartered Accountants

February 15, 2012

Vancouver, Canada

GOLDCORP    |    4

CONSOLIDATED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31

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

	Note	2011		2010
Revenues	19	$	5,362	$	3,738
Mine operating costs
Production costs	9		(2,042)		(1,476)
Depreciation and depletion	16(a) & 19		(694)		(602)
			(2,736)		(2,078)
Earnings from mine operations			2,626		1,660
Exploration and evaluation costs	16(c)		(61)		(52)
Share of net earnings and losses of associates	17		(98)		(8)
Corporate administration	28(c) & (d)		(229)		(184)
Earnings from operations and associates	19		2,238		1,416
Gains on disposition of securities, net	26(b)(i)		319		1
Impairment of available-for-sale securities	26(b)(ii)		(87)		(2)
Gains (losses) on derivatives, net	26(a)		82		(33)
Gains on dispositions of mining interests, net	8, 12 & 16(g)		-		407
Finance costs	10		(23)		(26)
Other income (expenses)			38		(44)
Earnings from continuing operations before taxes			2,567		1,719
Income taxes	25		(686)		(307)
Net earnings from continuing operations			1,881		1,412
Net earnings from discontinued operations	11 & 16(h)		-		631
Net earnings		$	1,881	$	2,043
Net earnings from continuing operations attributable to:
Shareholders of Goldcorp Inc.		$	1,881	$	1,412
Non-controlling interests	30		-		-
		$	1,881	$	1,412
Net earnings attributable to:
Shareholders of Goldcorp Inc.		$	1,881	$	2,051
Non-controlling interests	30		-		(8)
		$	1,881	$	2,043
Net earnings per share from continuing operations	29
Basic		$	2.34	$	1.92
Diluted			2.18		1.87
Net earnings per share	29
Basic		$	2.34	$	2.79
Diluted			2.18		2.71

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

5    |    GOLDCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31

(In millions of United States dollars)

	Note	2011		2010
Net earnings		$	1,881	$	2,043
Other comprehensive (loss) income, net of tax	26(b)
Mark-to-market (losses) gains on securities			(199)		321
Reclassification adjustment for realized gain on disposition of securities included in net earnings			(294)		-
Reclassification adjustment for impairment losses included in net earnings			76		2
			(417)		323
Total comprehensive income		$	1,464	$	2,366
Attributable to:
Shareholders of Goldcorp Inc.		$	1,464	$	2,374
Non-controlling interests	30		-		(8)
		$	1,464	$	2,366

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

GOLDCORP    |    6

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31

(In millions of United States dollars)

	Note	2011		2010
Operating Activities
Net earnings from continuing operations		$	1,881	$	1,412
Adjustments for:
Reclamation expenditures	24		(23)		(16)
Gains on disposition of securities	26(b)(i)		(319)		(1)
Impairment of available-for-sale securities	26(b)(ii)		87		2
Gains on dispositions of mining interests, net	8, 12 & 16(g)		-		(407)
Items not affecting cash
Depreciation and depletion	16(a) & 19		694		602
Share of net earnings and losses of associates	17		98		8
Share-based compensation expense	28(c) & (d)		100		63
Realized gain on share purchase warrants, net	26(a)(ii)		(33)		-
Unrealized (gains) losses on derivatives, net	26(a)		(61)		39
Accretion of reclamation and closure cost obligations	24		14		15
Deferred income tax expense (recovery)	25		213		(57)
Other			41		33
Change in working capital	31		(326)		71
Net cash provided by operating activities of continuing operations			2,366		1,764
Net cash provided by operating activities of discontinued operations	11 & 16(h)		-		16
Investing Activities
Acquisitions, net of cash acquired	31		-		(1,318)
Investment in common shares of Tahoe	16(j)		-		(144)
Expenditures on mining interests	19(i)		(1,677)		(1,171)
Deposits on mining interests expenditures			(101)		(42)
Interest paid	16(b), 19(i) & 23		(17)		(12)
Repayment of capital investment in Pueblo Viejo	16(d)		64		192
Proceeds from dispositions of mining interests, net	8 & 16(g)		-		267
Purchases of securities and other investments	31		(507)		(19)
Proceeds from sales of securities and other investments, net	26(b)(i) & 31		735		-
Income taxes paid on disposition of Silver Wheaton shares			-		(149)
Other	31		(5)		(2)
Net cash used in investing activities of continuing operations			(1,508)		(2,398)
Net cash (used in) provided by investing activities of discontinued operations	11, 16(h) & 31		(58)		310
Financing Activities
Debt borrowings			-		1,120
Debt repayments			-		(1,120)
Common shares issued, net of issue costs	26(a)(ii) & 28(a)		477		96
Dividends paid to shareholders	29		(330)		(154)
Net cash provided by (used in) financing activities of continuing operations			147		(58)
Net cash provided by financing activities of discontinued operations	11 & 16(h)		-		50
Effect of exchange rate changes on cash and cash equivalents			(1)		(3)
Increase (decrease) in cash and cash equivalents			946		(319)
Cash and cash equivalents, beginning of year			556		875
Cash and cash equivalents, end of year	31	$	1,502	$	556

Supplemental cash flow information (note 31)

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

7    |    GOLDCORP

CONSOLIDATED BALANCE SHEETS

(In millions of United States dollars)

	Note	At December 31 2011		At December 31 2010		At January 1 2010
Assets					(note 7(a))
Current assets
Cash and cash equivalents	31	$	1,502	$	556	$	875
Accounts receivable	26(a)		473		444		279
Inventories and stockpiled ore	13		574		397		349
Notes receivable	14		40		64		-
Asset held for sale	12		-		-		57
Other	15		361		117		95
			2,950		1,578		1,655
Mining interests
Owned by subsidiaries	16		22,673		21,974		16,731
Investments in associates	16 & 17		1,536		1,251		565
	16		24,209		23,225		17,296
Goodwill	20		1,737		1,737		762
Investments in securities	21		207		924		388
Note receivable	14		42		47		-
Deposits on mining interests expenditures			73		6		87
Other	22		156		122		116
Total assets	19	$	29,374	$	27,639	$	20,304
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	619	$	567	$	392
Income taxes payable			48		224		184
Derivative liabilities	26(a)		65		97		11
Other			39		28		49
			771		916		636
Deferred income taxes	25		5,560		5,424		3,897
Long-term debt	23		737		695		656
Derivative liabilities	26(a)		237		328		303
Provisions	24		375		354		298
Income taxes payable			113		102		48
Other			96		54		40
Total liabilities	19		7,889		7,873		5,878
Equity
Shareholders’ equity
Common shares, stock options and restricted share units			16,992		16,407		13,463
Investment revaluation reserve			43		460		137
Retained earnings			4,237		2,686		775
			21,272		19,553		14,375
Non-controlling interests	30		213		213		51
Total equity			21,485		19,766		14,426
Total liabilities and equity		$	29,374	$	27,639	$	20,304

Commitments and contingencies (notes 7(b), 16(l), 26(d)(i) & (ii), 33 & 34)

Approved by the Board of Directors and authorized for issue on February 15, 2012.

Charles Jeannes, Director Ian Telfer, Director

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

GOLDCORP    |    8

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

	Common Shares
	Shares issued, fully paid with no par value		Amount		Stock options and restricted share units		Investment revaluation reserve		Retained earnings		Attributable to shareholders of Goldcorp Inc.		Non-controlling interests		Total
At January 1, 2011		798,374	$	16,258	$	149	$	460	$	2,686	$	19,553	$	213	$	19,766
Total comprehensive income
Net earnings		-		-		-		-		1,881		1,881		-		1,881
Other comprehensive loss		-		-		-		(417)		-		(417)		-		(417)
		-		-		-		(417)		1,881		1,464		-		1,464
Shares issued in connection with the exercise of share purchase warrants (note 26(a)(ii))		7,849		372		-		-		-		372		-		372
Stock options exercised and restricted share units vested (notes 28(a) and (b))		3,718		163		(43)		-		-		120		-		120
Share-based compensation expense (note 28(c))		-		-		93		-		-		93		-		93
Dividends (note 29)		-		-		-		-		(330)		(330)		-		(330)
At December 31, 2011		809,941	$	16,793	$	199	$	43	$	4,237	$	21,272	$	213	$	21,485
	Common Shares
	Shares issued, fully paid with no par value		Amount		Stock options and restricted share units		Investment revaluation reserve		Retained earnings		Attributable to shareholders of Goldcorp Inc.		Non-controlling interests		Total
At January 1, 2010		733,557	$	13,341	$	122	$	137	$	775	$	14,375	$	51	$	14,426
Total comprehensive income
Net earnings		-		-		-		-		2,051		2,051		(8)		2,043
Other comprehensive income		-		-		-		323		-		323		-		323
		-		-		-		323		2,051		2,374		(8)		2,366
Common shares issued in connection with the acquisition of the Cerro Negro project (note 7(a))		61,059		2,785		-		-		-		2,785		-		2,785
Stock options exercised and restricted share units vested (notes 28(a) and (b))		3,758		132		(36)		-		-		96		-		96
Share-based compensation expense (note 28(c))		-		-		63		-		-		63		-		63
Non-controlling interest in El Morro (note 30)		-		-		-		-		-		-		213		213
Change in ownership (note 30)		-		-		-		-		14		14		(43)		(29)
Dividends (note 29)		-		-		-		-		(154)		(154)		-		(154)
At December 31, 2010		798,374	$	16,258	$	149	$	460	$	2,686	$	19,553	$	213	$	19,766

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

9    |    GOLDCORP

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Goldcorp Inc. is the ultimate parent company of its consolidated group (“Goldcorp” or “the Company”). The Company is incorporated and domiciled in Canada, and its registered office is at Suite 3400 – 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

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

At December 31, 2011, the Company’s principal producing mining properties were comprised of the Red Lake, Porcupine and Musselwhite gold mines in Canada; the Peñasquito gold/silver/lead/zinc mine and Los Filos and El Sauzal gold mines in Mexico; the Marlin gold/silver mine in Guatemala; the Alumbrera gold/copper mine (37.5% interest) in Argentina; and the Marigold (66.7% interest) and Wharf gold mines in the United States.

The Company’s significant development projects at December 31, 2011 were comprised of the Cerro Negro gold project in Argentina; the Éléonore and Cochenour gold projects in Canada; the Pueblo Viejo gold project (40% interest) in the Dominican Republic (note 34(b)); the El Morro gold/copper project (70% interest) in Chile (note 34(a)); the Noche Buena and Camino Rojo gold/silver projects in Mexico and the Cerro Blanco gold/silver project in Guatemala. The Company also owns a 35.3% equity interest in Primero Mining Corp. (“Primero”), a publicly traded company engaged in the production of precious metals with operations (primarily the San Dimas gold/silver mine (“San Dimas”)) in Mexico (note 11(a)), and a 40.6% equity interest in Tahoe Resources Inc. (“Tahoe”), a publicly traded company focused on the exploration and development of resource properties, with a principal objective to develop the Escobal silver project in Guatemala (“Escobal”) (note 8).

2. BASIS OF PREPARATION AND FIRST-TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)

Statement of Compliance

These consolidated financial statements represent the Company’s first IFRS annual consolidated financial statements and have been prepared in accordance with IFRSs as issued by the International Accounting Standards Board (“IASB”). IFRS comprises IFRSs, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICs”). The Company adopted IFRS in accordance with IFRS 1 – First-time Adoption of International Financial Reporting Standards (“IFRS 1”) with a transition date of January 1, 2010 and these consolidated financial statements have been prepared in accordance with IFRS standards and interpretations effective as of December 31, 2011, with significant accounting policies as described in note 3.

First-time adoption of IFRS

The Company’s consolidated financial statements were previously prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The basis of preparation of these consolidated financial statements is different to that of the Company’s prior year consolidated financial statements prepared in accordance with Canadian GAAP due to the Company’s transition to IFRS. The disclosures required by IFRS 1 demonstrating the impact of the transition to IFRS with a transition date of January 1, 2010 on the financial position and financial performance of the Company are provided in note 35. Note 35 includes reconciliations of the Company’s consolidated balance sheets and statements of earnings and comprehensive income as at the date of transition and for the 2010 comparative periods prepared in accordance with Canadian GAAP and as previously reported or revised, to those prepared and reported in these consolidated financial statements in accordance with IFRS.

GOLDCORP    |    10

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

IFRS 1 requires accounting policies under IFRS to be applied retrospectively as of the transition date of January 1, 2010, with certain exemptions which the Company has elected to apply. Elections made by the Company were to:

(i) not account for business combinations that occurred prior to January 1, 2010 using the principles of IFRS 3 – Business Combinations and instead retain the accounting treatment applied under Canadian GAAP;

(ii) measure an item of property, plant and equipment at fair value using the written-down carrying amount of the Pamour open pit (included in the carrying amount of the Porcupine mining interests) as measured under Canadian GAAP at December 31, 2008, less subsequent depreciation and depletion, and use that fair value as the deemed cost of the Pamour pit on January 1, 2010;

(iii) apply the principles of IAS 23 – Borrowing costs (“IAS 23”) for capitalization of borrowing costs incurred prospectively from January 1, 2010;

(iv) not apply the recognition and measurement principles of IFRIC 1 – Changes in Existing Decommissioning, Restoration and Similar Liabilities (“IFRIC 1”) for changes in such liabilities that occurred before January 1, 2010; and instead measure the Company’s reclamation and closure cost obligations in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”) as at January 1, 2010, estimating the amounts that would have been included in the costs of the related mining properties when the obligations first arose using a historical discount rate and recalculate the accumulated depreciation and depletion for such assets as at January 1, 2010;

(v) not re-measure share-based compensation expense relating to stock options and restricted share units granted prior to November 7, 2002, or those granted after November 7, 2002 which have vested prior to January 1, 2010, using the recognition and measurement principles of IFRS 2 – Share-based Payment;

(vi) recognize the cumulative effect of actuarial gains and losses on defined benefit pension plans in opening retained earnings at January 1, 2010; and

(vii) recognize the cumulative translation differences resulting from translating the Company’s Canadian operations prior to April 1, 2005, when the Canadian dollar was determined to be the functional currency of the Company’s Canadian operations, in opening retained earnings at January 1, 2010.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

(a) Basis of measurement

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

(b) Currency of presentation

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

(c) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from the entity’s activities. Subsidiaries are included in the

11    |    GOLDCORP

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

consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. The principal subsidiaries (mine site and operating segments) of Goldcorp and their geographic locations at December 31, 2011 were as follows:

Direct parent company (mine site and operating segment) (note 19)	Location	Ownership interest	Mining properties and development projects owned (note 16)
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 mine, and Camino Rojo (note 7(d)) and Noche Buena projects
Desarrollos Mineros San Luis S.A. de C.V. (“Los Filos”)	Mexico	100%	Los Filos mines
Minas de la Alta Pimeria S.A. de C.V. (“El Sauzal”)	Mexico	100%	El Sauzal mine
Montana Exploradora de Guatemala S.A. (“Marlin”)	Guatemala	100%	Marlin mine (note 34(c))
Entre Mares de Guatemala S.A. (“Cerro Blanco”)	Guatemala	100%	Cerro Blanco project
Oroplata S.A. (“Cerro Negro”)	Argentina	100%	Cerro Negro project (note 7(a))
Wharf Resources (USA) Inc. (“Wharf”)	United States	100%	Wharf mine
Sociedad Contractual Minera El Morro (“El Morro”)	Chile	70%	El Morro project (notes 7(c) & 34(a))

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

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

	Location	Ownership interest	Mining properties and development projects owned (note 16)
Associates (note 17)
Pueblo Viejo Dominicana Corporation (“Pueblo Viejo”)	Dominican Republic	40%	Pueblo Viejo project (note 34(b))
Primero Mining Corp.	Mexico	35.3%	San Dimas mines (note 11(a))
Tahoe Resources Inc.	Guatemala	40.6%	Escobal (note 8)
Jointly controlled entity (note 18)
Minera Alumbrera Limited (“Alumbrera”)	Argentina	37.5%	Alumbrera mine
Jointly controlled assets
Marigold Mining Company (“Marigold”)	United States	66.7%	Marigold mine

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

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

GOLDCORP    |    12

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

(d) Interests in joint ventures

The Company conducts a portion of its business through joint ventures whereby the joint venture participants are bound by contractual agreements establishing joint control. Joint control exists when unanimous consent of the joint venture participants is required regarding strategic, financial and operating policies of the joint venture.

The Company has interests in two types of joint ventures:

Jointly controlled entity

A jointly controlled entity is a corporation, partnership or other entity in which each joint venture participant holds an interest. A jointly controlled entity controls the assets of the joint venture, earns its own income, and incurs its own liabilities and expenses. The Company has chosen to account for interests in jointly controlled entities using the proportionate consolidation method, whereby the Company’s proportionate interest in the assets, liabilities, revenues and expenses are recognized within each applicable line item of the consolidated financial statements. The Company’s share of results in jointly controlled entities has been and will be recognized in the Company’s consolidated financial statements from the date the Company obtained joint control to the date at which it loses joint control.

Intercompany transactions between the Company and jointly controlled entities are eliminated to the extent of the Company’s interest.

Jointly controlled assets

Jointly controlled assets do not give rise to the establishment of a separate jointly controlled entity but are jointly owned and dedicated to the purposes of the joint venture. With respect to its interest in jointly controlled assets, the Company records its proportionate share of jointly controlled assets, liabilities it has incurred with the other joint venture participant, revenues generated by the jointly controlled assets and expenses incurred by the joint venture. The Company’s share of results in the jointly controlled assets has been and will be recognized in the Company’s consolidated financial statements from the date the Company obtained joint control to the date at which it loses joint control.

Intercompany transactions between the Company and jointly controlled assets are eliminated to the extent of the Company’s interest.

(e) Investments in associates

The Company conducts a portion of its business through equity interests in associates. An associate is an entity over which the Company has significant influence, and is neither a subsidiary nor a joint venture. The Company has significant influence when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over those policies.

The Company accounts for its investments in associates using the equity method. Under the equity method, the Company’s investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of earnings and losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, and for impairment losses after the initial recognition date. The Company’s share of an associate’s losses that are in excess of its investment in the associate are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. The Company’s share of earnings and losses of associates are recognized in net earnings during the period. Distributions received from an associate are accounted for as a reduction in the carrying amount of the Company’s investment. The Company’s investments in associates are included in mining interests on the Consolidated Balance Sheets.

Intercompany transactions between the Company and its associates are recognized only to the extent of unrelated investors’ interests in the associates. Intercompany balances between the Company and its associates are not eliminated.

13    |    GOLDCORP

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

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

(f) Business combinations

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

(i) has begun planned principal activities;

(ii) has employees, intellectual property and other inputs and processes that could be applied to those inputs;

(iii) is pursuing a plan to produce outputs; and

(iv) will be able to obtain access to customers that will purchase the outputs.

Not all of the above factors need to be present for a particular integrated set of activities or assets in the exploration and development stage to qualify as a business.

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their fair values at acquisition date. The acquisition date is the date at which the Company obtains control over the acquiree, which is generally the date that consideration is transferred and the Company acquires the assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the fair values of the assets at the acquisition date transferred by the Company, the liabilities, including contingent consideration, incurred and payable by the Company to former owners of the acquiree and the equity interests issued by the Company. The measurement date for equity interests issued by the Company is the acquisition date. Acquisition-related costs, other than costs to issue debt or equity securities, of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees are expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issue costs.

GOLDCORP    |    14

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

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

(i) The identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree;

(ii) The consideration transferred in exchange for an interest in the acquiree;

(iii) In a business combination achieved in stages, the equity interest in the acquiree previously held by the acquirer; and

(iv) The resulting goodwill or gain on a bargain purchase.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. During the measurement period, the Company will also recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable and shall not exceed one year from the acquisition date.

Non-controlling interests are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition. The excess of (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, over the fair value of net assets acquired, is recorded as goodwill.

(g) Discontinued operations

A discontinued operation is a component of the Company that either has been disposed of, or is classified as held for sale, and: (i) represents a separate major line of business or geographical area of operations; (ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or (iii) is a subsidiary acquired exclusively with a view to resell.

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

(h) Assets and liabilities held for sale

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

(i) The non-current asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; and

(ii) The sale of the non-current asset or disposal group is highly probable. For the sale to be highly probable:

a. The appropriate level of management must be committed to a plan to sell the asset (or disposal group);

b. An active program to locate a buyer and complete the plan must have been initiated;

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

15    |    GOLDCORP

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

d. The sale should be expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale (with certain exceptions); and

e. Actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

(i) Foreign currency translation

The functional and presentation currency of the Company and each of its subsidiaries, associates and joint ventures is the US dollar. Accordingly, the foreign currency transactions and balances of the Company’s subsidiaries, associates and joint ventures are translated as follows: (i) monetary assets and liabilities denominated in currencies other than the US dollar (“foreign currencies”) are translated into US dollars at the exchange rates prevailing at the balance sheet date; (ii) non-monetary assets denominated in foreign currencies and measured at other than fair value are translated using the rates of exchange at the transaction dates; (iii) non-monetary assets denominated in foreign currencies that are measured at fair value are translated using the rates of exchange at the dates those fair values are determined; and (iv) income statement items denominated in foreign currencies are translated using the average monthly exchange rates.

Foreign exchange gains and losses are recognized in net earnings and presented in the Consolidated Statements of Earnings in accordance with the nature of the transactions to which the foreign currency gains and losses relate. Unrealized foreign exchange gains and losses on cash and cash equivalent balances denominated in foreign currencies are disclosed separately in the Consolidated Statements of Cash Flows.

(j) Revenue recognition

Revenue from the sale of metals is recognized when the significant risks and rewards of ownership have passed to the buyer, it is probable that economic benefits associated with the transaction will flow to the Company, the sale price can be measured reliably, the Company has no significant continuing involvement and the costs incurred or to be incurred in respect of the transaction can be measured reliably. In circumstances where title is retained to protect the financial security interests of the Company, revenue is recognized when the significant risks and rewards of ownership have passed to the buyer.

Revenues from metal concentrate sales are subject to adjustment upon final settlement of metal prices, weights, and assays as of a date that is typically a few months after the shipment date. The Company records adjustments to revenues monthly based on quoted forward prices for the expected settlement period. Adjustments for weights and assays are recorded when results are determinable or on final settlement. Accounts receivable for metal concentrate sales are therefore measured at fair value. Refining and treatment charges are netted against revenues from metal concentrate sales.

(k) Earnings per share

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

GOLDCORP    |    16

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

(l) Cash and cash equivalents

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

(m) Inventories and stockpiled ore

Finished goods, work-in-process, heap leach ore and stockpiled ore are measured at the lower of average cost and net realizable value. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future costs to convert the inventories into saleable form and estimated costs to sell.

Ore extracted from the mines is stockpiled and subsequently processed into finished goods (gold and by-products in doré or concentrate form). Costs are included in work-in-process inventory based on current costs incurred up to the point prior to the refining process, including applicable depreciation and depletion of mining interests, and removed at the average cost per recoverable ounce of gold. The average costs of finished goods represent the average costs of work-in-process inventories incurred prior to the refining process, plus applicable refining costs.

The recovery of gold and by-products from certain oxide ore is achieved through a heap leaching process at the Peñasquito, Los Filos, Marigold and Wharf mines. Under this method, ore is stacked on leach pads and treated with a chemical solution that dissolves the gold contained within the ore. The resulting “pregnant” solution is further processed in a plant where the gold is recovered. Costs are included in heap leach ore inventory based on current mining and leaching costs, including applicable depreciation and depletion of mining interests and refining costs, and removed from heap leach ore inventory as ounces of gold are recovered at the average cost per recoverable ounce of gold on the leach pads. Estimates of recoverable gold on the leach pads are calculated based on the quantities of ore placed on the leach pads (measured tonnes added to the leach pads), the grade of ore placed on the leach pads (based on assay data), and a recovery percentage (based on ore type).

Supplies are measured at average cost. In the event that the net realizable value of the finished product, the production of which the supplies are held for use in, is lower than the expected cost of the finished product, the supplies are written down to net realizable value. Replacement costs of supplies are generally used as the best estimate of net realizable value.

The costs of inventories sold during the period are presented as mine operating costs in the Consolidated Statements of Earnings.

(n) Mining interests

Mining interests include mining properties and related plant and equipment.

Mining properties

Mining properties are comprised of reserves, resources and exploration potential. The value associated with resources and exploration potential is the value beyond proven and probable reserves.

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

17    |    GOLDCORP

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

Recognition

Capitalized costs of mining properties include the following:

(i) Costs of acquiring production, development and exploration stage properties in asset acquisitions;

(ii) Costs attributed to mining properties acquired in business combinations;

(iii) Expenditures incurred to develop mining properties;

(iv) Economically recoverable exploration and evaluation expenditures;

(v) Borrowing costs incurred that are attributable to qualifying mining properties;

(vi) Certain costs incurred during production, net of proceeds from sales, prior to reaching operating levels intended by management; and

(vii) Estimates of reclamation and closure costs (note 3(q)).

Acquisitions:

The cost of acquiring a mining property either as an individual asset purchase or as part of a business combination is capitalized and represents the property’s fair value at the date of acquisition. Fair value is determined by estimating the value of the property’s reserves, resources and exploration potential.

Development expenditures:

Drilling and related costs incurred to define and delineate a mineral deposit that has not been classified as proven and probable reserves are capitalized and included in the carrying amount of the related property in the period incurred, when management determines that it is probable that the expenditures will result in a future economic benefit to the Company.

In open pit mining operations, it is necessary to incur costs to remove overburden and other mine waste materials in order to access the ore body (“stripping costs”). Stripping costs incurred prior to the production stage of a mining property (pre-stripping costs) are capitalized and included in the carrying amount of the related mining property.

Exploration and evaluation expenditures:

The costs of acquiring rights to explore, exploratory drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contain proven and probable reserves are exploration and evaluation expenditures and are expensed as incurred to the date of establishing that costs incurred are economically recoverable. Exploration and evaluation expenditures incurred subsequent to the establishment of economic recoverability are capitalized and included in the carrying amount of the related mining property.

Management uses the following criteria in its assessments of economic recoverability and probability of future economic benefit:

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

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

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

GOLDCORP    |    18

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

• Life of mine plans: an overall life of mine plan and economic model to support the economic extraction of reserves and resources exists. A long-term life of mine plan and supporting geological model identifies the drilling and related development work required to expand or further define the existing ore body; and

• Authorizations: operating permits and feasible environmental programs exist or are obtainable.

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

(i) It is probable that a future economic benefit will flow to the Company;

(ii) The Company can obtain the benefit and controls access to it;

(iii) The transaction or event giving rise to the future economic benefit has already occurred; and

(iv) Costs incurred can be measured reliably.

Borrowing costs:

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

Capitalization of borrowing costs incurred commences on the date the following three conditions are met:

(i) Expenditures for the qualifying asset are being incurred;

(ii) Borrowing costs are being incurred; and

(iii) Activities that are necessary to prepare the qualifying asset for its intended use are being undertaken.

Costs incurred during production:

Capitalization of costs incurred ceases when the mining property has reached operating levels intended by management. Costs incurred prior to this point, including depreciation of related plant and equipment, are capitalized and proceeds from sales during this period are offset against costs capitalized.

Development costs incurred to maintain current production are included in mine operating costs. These costs include the development and access (tunnelling) costs of production drifts to develop the ore body in the current production cycle.

During the production phase of a mine, stripping costs incurred that provide access to reserves and resources that will be produced in future periods that would not have otherwise been accessible are capitalized. Capitalized stripping costs are amortized based on the estimated recoverable ounces contained in reserves and resources that directly benefit from the stripping activities. Costs for waste removal that do not give rise to future economic benefits are included in mine operating costs in the period in which they are incurred.

Measurement

Mining properties are recorded at cost less accumulated depletion and impairment losses.

Depletion:

The carrying amounts of mining properties are depleted using the unit-of-production method over the estimated recoverable ounces, when operating levels intended by management for the mining properties have been reached. Under this method, depletable costs are multiplied by the number of ounces produced divided by the estimated recoverable ounces contained in proven and probable reserves and a portion of resources.

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

Operating levels as intended by management for a mining property are considered to be reached when operational commissioning of major mine and plant components is complete, operating results are being achieved consistently for a period of time and there are indicators that these operating results will be continued. Other factors include one or more of the following:

(i) A significant portion of plant/mill capacity has been achieved;

(ii) A significant portion of available funding is directed towards operating activities;

(iii) A pre-determined, reasonable period of time has passed; or

(iv) Significant milestones for the development of the mining property have been achieved.

Management reviews the estimated total recoverable ounces contained in depletable reserves and resources at each financial year end and when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable ounces contained in depletable reserves and resources are accounted for prospectively.

Impairment:

At the end of each reporting period, the Company reviews its mining properties and plant and equipment at the cash-generating unit (“CGU”) level to determine whether there is any indication that these assets are impaired. If any such indication exists, the recoverable amount of the relevant CGU is estimated in order to determine the extent of impairment. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company’s CGUs are its significant mine sites, represented by its principal producing mining properties and significant development projects. In certain circumstances, where the recoverable amount of an individual asset can be determined, impairment is performed at the individual asset level.

The recoverable amount of a mine site is the greater of its fair value less costs to sell and value in use. In determining the recoverable amounts of each of the Company’s mine sites, the Company uses the fair value less costs to sell as this will generally be greater than or equal to the value in use. When there is no binding sales agreement, fair value less costs to sell is estimated as the discounted future after-tax cash flows expected to be derived from a mine site, less an amount for costs to sell estimated based on similar past transactions. When discounting estimated future after-tax cash flows, the Company uses its after-tax weighted average cost of capital. Estimated cash flows are based on expected future production, metal selling prices, operating costs and non-expansionary capital expenditures, excluding those cash flows arising from future enhancements of the asset. If the recoverable amount of a mine site is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The carrying amount of each mine site includes the carrying amounts of mining properties, plant and equipment, goodwill and related deferred income tax balances, net of the mine site reclamation and closure cost provision. In addition, the carrying amounts of the Company’s corporate assets are allocated to the relevant mine sites for impairment purposes. Impairment losses are recognized in net earnings in the period in which they are incurred. The allocation of an impairment loss, if any, for a particular mine site to its mining properties and plant and equipment is based on the relative carrying amounts of those assets at the date of impairment. Those mine sites which have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. When an impairment loss reverses in a subsequent period, the revised carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously less subsequent depreciation and depletion. Reversals of impairment losses are recognized in net earnings in the period in which the reversals occur.

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

Plant and equipment

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

Mill and mill components	life of mine
Underground infrastructure	life of mine
Mobile equipment components	3 to 15 years

Assets under construction are depreciated when they are substantially complete and available for their intended use, over their estimated useful lives.

Management reviews the estimated useful lives, residual values and depreciation methods of the Company’s plant and equipment at the end of each financial year and when events and circumstances indicate that such a review should be made. Changes to estimated useful lives, residual values or depreciation methods resulting from such review are accounted for prospectively.

Derecognition

Upon disposal or abandonment, the carrying amounts of mining properties and plant and equipment are derecognized and any associated gains or losses are recognized in net earnings.

(o) Goodwill

Goodwill typically arises on the Company’s acquisitions due to: (i) the ability of the Company to capture certain synergies through management of the acquired operation within the Company; (ii) the potential to increase reserves and resources through exploration activities; and (iii) the requirement to record a deferred tax liability for the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed.

Goodwill is not amortized. The Company performs an impairment test for goodwill at each financial year end and when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the carrying amount of a mine site to which goodwill has been allocated exceeds the recoverable amount, an impairment loss is recognized for the amount in excess. The impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the mine site to nil and then to the other assets of the mine site based on the relative carrying amounts of those assets. Impairment losses recognized for goodwill are not reversed in subsequent periods should the value recover.

Upon disposal or abandonment of a mine site, the carrying amount of goodwill allocated to that mine site is derecognized and included in the calculation of the gain or loss on disposal or abandonment.

(p) Income taxes

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

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

In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred income tax assets and liabilities are recognized for the tax effects of these differences. Deferred income tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss.

Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the related assets are realized or the liabilities are settled. The measurement of deferred income tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover and settle the carrying amounts of its assets and liabilities, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period in which the change is substantively enacted.

The Company records foreign exchange gains and losses representing the impacts of movements in foreign exchange rates on the tax bases of non-monetary assets and liabilities which are denominated in foreign currencies. Foreign exchange gains and losses relating to deferred income taxes are included in deferred income tax expense or recovery in the Consolidated Statements of Earnings.

Current and deferred income tax expense or recovery are recognized in net earnings except when they arise as a result of items recognized in other comprehensive income or directly in equity in the current or prior periods, in which case the related current and deferred income taxes are also recognized in other comprehensive income or directly in equity, respectively.

(q) Provisions

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

(i) The Company has a present obligation (legal or constructive) as a result of a past event;

(ii) It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

(iii) A reliable estimate can be made of the amount of the obligation.

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

(i) By an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to other parties that it will accept certain responsibilities; and

(ii) As a result, the Company has created a valid expectation on the part of those other parties that it will discharge those responsibilities.

Provisions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. Provisions are reduced by actual expenditures for which the provision was originally recognized. Where discounting has been used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase (accretion expense) is included in finance costs in the Consolidated Statements of Earnings.

Reclamation and closure cost obligations

The Company records a provision for the estimated future costs of reclamation and closure of operating and inactive mines and development projects, which are discounted to net present value using the risk-free interest rate applicable to the future cash outflows. Estimates of future costs represent management’s best estimates which incorporate

GOLDCORP    |    22

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

assumptions on the effects of inflation, movements in foreign exchange rates and the effects of country and other specific risks associated with the related liabilities. The provision for the Company’s reclamation and closure cost obligations is accreted over time to reflect the unwinding of the discount with the accretion expense included in finance costs in the Consolidated Statements of Earnings. The provision for reclamation and closure cost obligations is re-measured at the end of each reporting period for changes in estimates and circumstances. Changes in estimates and circumstances include changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, changes to cost estimates and changes to the risk-free interest rates.

Reclamation and closure cost obligations relating to operating mines and development projects are initially recorded with a corresponding increase to the carrying amounts of related mining properties. Changes to the obligations are also accounted for as changes in the carrying amounts of related mining properties, except where a reduction in the obligation is greater than the capitalized reclamation and closure costs, in which case, the capitalized reclamation and closure costs is reduced to nil and the remaining adjustment is included in production costs in the Consolidated Statements of Earnings. Reclamation and closure cost obligations related to inactive mines are included in production costs in the Consolidated Statements of Earnings on initial recognition and subsequently when re-measured.

(r) Financial instruments

Measurement – initial recognition

On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss (“FVTPL”). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

Classification and measurement – subsequent to initial recognition

Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities.

Classified as at fair value through profit or loss:

Financial assets and liabilities classified as at FVTPL are measured at fair value with changes in fair values recognized in net earnings. Financial assets and liabilities are classified as at FVTPL when: (i) they are acquired or incurred principally for short-term profit taking and/or meet the definition of a derivative (held-for-trading); or (ii) they meet the criteria for being designated as at FVTPL and have been designated as such on initial recognition. A contract to buy or sell non-financial items that can be settled net in cash, which include non-financial items that are readily convertible to cash, that has not been entered into and held for the purpose of receipt or delivery of non-financial items in accordance with the Company’s expected purchase, sale or use meets the definition of a non-financial derivative.

A contract that will or may be settled in the entity’s own equity instruments and is a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is classified as a financial liability as at FVTPL.

Classified as available-for-sale:

A financial asset is classified as available-for-sale when: (i) it is not classified as a loan and receivable, a held-to-maturity investment or as at FVTPL; or (ii) it is designated as available-for-sale on initial recognition. The Company’s investments in marketable securities and equity securities are classified as available-for-sale and are measured at fair value with mark-to-market gains and losses recognized in other comprehensive income (“OCI”) and accumulated in the investment revaluation reserve within equity until the financial assets are derecognized or there is objective evidence that the financial assets are impaired. When available-for-sale investments in marketable securities and equity securities are derecognized, the cumulative mark-to-market gains or losses that had been previously recognized in OCI are

23    |    GOLDCORP

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

reclassified to earnings for the period. When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that had been previously recognized in OCI is reclassified to earnings for the period. Impairment losses previously recognized for available-for-sale investments, except for investments in equity securities, are reversed when the fair values of the investments increase. Reversals of impairment losses are recognized in net earnings in the period in which the reversals occur.

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

Financial assets classified as loans, held-to-maturity investments, and receivables and other financial liabilities are measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating the effective interest income or interest expense over the term of the financial asset or financial liability, respectively. The interest rate is the rate that exactly discounts estimated future cash receipts or payments throughout the term of the financial instrument to the net carrying amount of the financial asset or financial liability, respectively. When there is objective evidence that an impairment loss on a financial asset measured at amortized cost has been incurred, an impairment loss is recognized in net earnings for the period measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s effective interest rate at initial recognition.

Impairment

The Company assesses at the end of each reporting period whether there is objective evidence that financial assets are impaired. A financial asset is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset that has a negative impact on the estimated future cash flows of the financial asset that can be reliably estimated.

Compound instruments

The Company recognizes separately the components of a financial instrument that: (i) creates a financial liability of the Company; and (ii) grants an option to the holder of the instrument to convert it into an equity instrument of the Company (provided the conversion option meets the definition of equity). An option to convert into an equity instrument is classified as a financial liability when either the holder or the issuer of the option has a choice over how it is settled. Transaction costs of a compound instrument are allocated to the components of the instrument in proportion to the allocation of the proceeds on initial recognition. Transaction costs allocated to the debt component are deducted from the carrying amount of the debt and included in the determination of the effective interest rate used to record interest expense during the period to maturity of the debt. Transaction costs allocated to the derivative liability component are expensed on initial recognition as with all other financial assets and liabilities classified as at FVTPL. Transaction costs allocated to the equity component are deducted from equity as share issue costs.

Until the liability is settled, the fair value of the conversion feature of the Company’s convertible notes, which is classified as a financial liability, is re-measured at the end of each reporting period with changes in fair value recognized in net earnings. The fair value is estimated using an option pricing model based on a discounted cash flow utilizing a discount rate which incorporates an option adjusted credit spread, and the trading price of the notes at the balance sheet date.

(s) Share-based payments

The fair value of the estimated number of stock options and restricted share units (“RSUs”) awarded to employees, officers and directors that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate administration in the Consolidated Statements of Earnings over the vesting period of the stock options and RSUs, with a corresponding increase to equity. The fair value of stock options is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant. The fair

GOLDCORP    |    24

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

value of RSUs is the market value of the underlying shares as of the date of grant. Stock options and RSUs with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values. Changes to the estimated number of awards that will eventually vest are accounted for prospectively.

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

(t) Non-controlling interests

Non-controlling interests in the Company’s less than wholly-owned subsidiaries are classified as a separate component of equity. On initial recognition, non-controlling interests are measured at their proportionate share of the acquisition date fair value of identifiable net assets of the related subsidiary acquired by the Company. Subsequent to the acquisition date, adjustments are made to the carrying amount of non-controlling interests for the non-controlling interests’ share of changes to the subsidiary’s equity. Adjustments to recognize the non-controlling interests’ share of changes to the subsidiary’s equity are made even if this results in the non-controlling interests having a deficit balance.

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interests is adjusted to reflect the change in the non-controlling interests’ relative interests in the subsidiary and the difference between the adjustment to the carrying amount of non-controlling interests and the Company’s share of proceeds received and/or consideration paid is recognized directly in equity and attributed to shareholders of the Company.

4. CHANGES IN ACCOUNTING STANDARDS

Accounting standards effective January 1, 2012

Financial instruments disclosure

In October 2010, the IASB issued amendments to IFRS 7 – Financial Instruments: Disclosures that improve the disclosure requirements in relation to transferred financial assets. The amendments are effective for annual periods beginning on or after July 1, 2011, with earlier application permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.

Income taxes

In December 2010, the IASB issued an amendment to IAS 12 – Income Taxes which provides a practical solution to determining the recovery of investment properties as it relates to the accounting for deferred income taxes. This amendment is effective for annual periods beginning on or after July 1, 2011, with earlier application permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.

Accounting standards effective January 1, 2013

Consolidation

In May 2011, the IASB issued IFRS 10 – Consolidated Financial Statements (“IFRS 10”), which supersedes SIC 12 – Consolidation – Special Purpose Entities and the requirements relating to consolidated financial statements in IAS 27 – Consolidated and Separate Financial Statements. IFRS 10 is effective for annual periods beginning on or after

25    |    GOLDCORP

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

January 1, 2013, with earlier application permitted. IFRS 10 establishes control as the basis for an investor to consolidate its investees and defines control as an investor’s power over an investee with exposure, or rights, to variable returns from the investee and the ability to affect the investor’s returns through its power over the investee.

In addition, the IASB issued IFRS 12 – Disclosure of Interests in Other Entities (“IFRS 12”) which combines and enhances the disclosure requirements for the Company’s subsidiaries, joint arrangements, associates and unconsolidated structured entities. The requirements of IFRS 12 include enhanced reporting of the nature of risks associated with the Company’s interests in other entities, and the effects of those interests on the Company’s consolidated financial statements.

The Company does not anticipate the application of IFRS 10 and IFRS 12 to have a significant impact on its consolidated financial statements.

Joint arrangements

In May 2011, the IASB issued IFRS 11 – Joint Arrangements (“IFRS 11”), which supersedes IAS 31 – Interests in Joint Ventures and SIC 13 – Jointly Controlled Entities – Non-Monetary Contributions by Venturers. IFRS 11 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures based on the rights and obligations of the parties to the joint arrangements. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (“joint operators”) have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (“joint venturers”) have rights to the net assets of the arrangement. IFRS 11 requires that a joint operator recognize its portion of assets, liabilities, revenues and expenses of a joint arrangement, while a joint venturer recognizes its investment in a joint arrangement using the equity method.

The Company has undertaken a preliminary assessment of the impact that IFRS 11 is expected to have on its consolidated financial statements. As a result of the application of IFRS 11, the Company anticipates that its 37.5% interest in Alumbrera, which is currently proportionately consolidated in the Company’s consolidated financial statements, will be required to be accounted for using the equity method and the Company’s share of net earnings and net assets will be separately disclosed in the Consolidated Statements of Earnings and Consolidated Balance Sheets, respectively. For the year ended December 31, 2011, the net effect of accounting for Alumbrera using the equity method would be to remove the Company’s share of revenues and expenses of Alumbrera and increase Goldcorp’s share of earnings of equity investees by $118 million with no impact to net earnings (note 18).

The impact on the consolidated balance sheet for the year ended December 31, 2011 would be a net decrease to mining interests of $24 million and a decrease to other assets and total liabilities of $208 million and $232 million, respectively. Using the equity method to account for the Company’s share of Alumbrera’s operating, financing and investing cash flows would result in a decrease to operating cash flows of $74 million (net of distributions of $150 million which are not return of capital distributions) and an increase to investing activities of $82 million (note 18).

Fair value measurement

In May 2011, as a result of the convergence project undertaken by the IASB with the US Financial Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements, the IASB issued IFRS 13 – Fair Value Measurement (“IFRS 13”). IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 13 defines fair value and sets out a single framework for measuring fair value which is applicable to all IFRSs that require or permit fair value measurements or disclosures about fair value measurements. IFRS 13 requires that when using a valuation technique to measure fair value, the use of relevant observable inputs should be maximized while unobservable inputs should be minimized.

The Company does not anticipate the application of IFRS 13 to have a significant impact on its consolidated financial statements.

GOLDCORP    |    26

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

Financial statement presentation

In June 2011, the IASB issued amendments to IAS 1 – Presentation of Financial Statements (“IAS 1”) that require an entity to group items presented in the statement of other comprehensive income on the basis of whether they may be reclassified to profit or loss subsequent to initial recognition. For those items presented before tax, the amendments to IAS 1 also require that the tax related to the two separate groups be presented separately. The amendments to IAS 1 are effective for annual periods beginning on or after July 1, 2012, with earlier application permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.

Employee benefits

In June 2011, the IASB issued amendments to IAS 19 – Employee Benefits (“IAS 19”) that introduced significant changes to the accounting for defined benefit plans and other employee benefits. The amendments include elimination of the options to defer or recognize in full in profit or loss actuarial gains and losses and instead mandates the immediate recognition of all actuarial gains and losses in other comprehensive income. The amended IAS 19 also requires calculation of net interest on the net defined benefit liability or asset using the discount rate used to measure the defined benefit obligation.

In addition, other changes incorporated into the amended standard include changes made to the date of recognition of liabilities for termination benefits and changes to the definitions of short-term employee benefits and other long-term employee benefits which may impact on the classification of liabilities associated with those benefits.

The amendments to IAS 19 are effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. The Company does not anticipate the amendments to IAS 19 to have a significant impact on its consolidated financial statements.

Stripping costs in the production phase of a surface mine

In October 2011, the IASB issued IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine (“IFRIC 20”). IFRIC 20 clarifies the requirements for accounting for the costs of stripping activity in the production phase when two benefits accrue: (i) usable ore that can be used to produce inventory; and (ii) improved access to further quantities of material that will be mined in future periods. IFRIC 20 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted and includes guidance on transition for pre-existing stripping assets.

The Company is currently evaluating the impact the new guidance is expected to have on its consolidated financial statements.

Accounting standards effective January 1, 2015

Financial instruments

The IASB intends to replace IAS 39 – Financial Instruments: Recognition and Measurement (“IAS 39”) in its entirety with IFRS 9 – Financial Instruments (“IFRS 9”) in three main phases. IFRS 9 will be the new standard for the financial reporting of financial instruments that is principles-based and less complex than IAS 39. In November 2009 and October 2010, phase 1 of IFRS 9 was issued and amended, respectively, which addressed the classification and measurement of financial assets and financial liabilities. IFRS 9 requires that all financial assets be classified as subsequently measured at amortized cost or at fair value based on the Company’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. Financial liabilities are classified as subsequently measured at amortized cost except for financial liabilities classified as at FVTPL, financial guarantees and certain other exceptions. In response to delays to the completion of the remaining phases of the project, on December 16, 2011, the IASB issued amendments to IFRS 9 which deferred the mandatory effective date of IFRS 9 from January 1, 2013 to annual periods beginning on or after January 1, 2015. The amendments also provided relief from the requirement to restate comparative financial statements for the effects of applying IFRS 9.

27    |    GOLDCORP

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

The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

5. CRITICAL JUDGEMENTS IN APPLYING ACCOUNTING POLICIES

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

(a) Operating levels intended by management

Prior to reaching operating levels intended by management, costs incurred are capitalized as part of the costs of related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when operating levels intended by management have been reached. Management considers several factors (note 3(n)) in determining when a mining property has reached the operating levels intended by management. The results of operations of the Company during the periods presented in these audited consolidated financial statements have been impacted by management’s determination that its Peñasquito mine reached the operating levels intended by management on September 1, 2010.

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

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

(c) Functional currency

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

(d) Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgements, taking into account all facts and circumstances. If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business.

6. KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of consolidated financial statements requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the Company’s consolidated financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

GOLDCORP    |    28

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

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

(a) Impairment of mining interests and goodwill

The Company considers both external and internal sources of information in assessing whether there are any indications that mining interests and goodwill are impaired. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of mining interests and goodwill. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. In assessing whether there is objective evidence that the Company’s mining interests represented by its investments in associates are impaired, the Company’s management considers observable data including the carrying amounts of the investees’ net assets as compared to their market capitalization.

In determining the recoverable amounts of the Company’s mining interests and goodwill, the Company’s management makes estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. Reductions in metal price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s mining interests and/or goodwill.

At December 31, 2011, the Company recognized an impairment expense of $65 million for the Company’s equity investment in Primero due to a prolonged and significant decline in share price (note 17).

At December 31, 2011, the carrying amounts of the Company’s mining interests and goodwill were $24,209 million and $1,737 million, respectively (notes 16 & 20).

(b) Mine operating costs

In determining mine operating costs recognized in the Consolidated Statements of Earnings, the Company’s management makes estimates of quantities of ore stacked on leach pads and in process and the recoverable gold in this material to determine the average costs of finished goods sold during the period. Changes in these estimates can result in a change in mine operating costs of future periods and carrying amounts of inventories.

At December 31, 2011, the carrying amount of current and non-current inventories was $655 million (note 13).

(c) Estimated recoverable ounces

The carrying amounts of the Company’s mining properties are depleted based on recoverable ounces. Changes to estimates of recoverable ounces and depletable costs including changes resulting from revisions to the Company’s mine plans and changes in metal price forecasts can result in a change to future depletion rates.

(d) Deferred stripping costs

In determining whether stripping costs incurred during the production phase of a mining property relate to reserves and resources that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the mining property (“life of mine strip ratio”). Changes in estimated life of mine strip ratios can result in a change to the future capitalization of stripping costs incurred.

At December 31, 2011, the carrying amount of stripping costs capitalized was $90 million.

29    |    GOLDCORP

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

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

In a business combination, it generally takes time to obtain the information necessary to measure the fair values of assets acquired and liabilities assumed and the resulting goodwill, if any. Changes to the provisional measurements of assets and liabilities acquired including the associated deferred income taxes and resulting goodwill may be retrospectively adjusted when new information is obtained until the final measurements are determined (within one year of acquisition date). The determination of fair value as of the acquisition date requires management to make certain judgements and estimates about future events, including, but not restricted to, estimates of mineral reserves and resources acquired, exploration potential, future operating costs and capital expenditures, future metal prices, long-term foreign exchange rates, and discount rates.

In determining the amount for goodwill, the Company’s management makes estimates of the discounted future after-tax cash flows expected to be derived from the acquired business based on estimates of future revenues, expected conversions of resources to reserves, future production costs and capital expenditures, based on a life of mine plan. To estimate the fair value of the exploration potential, a market approach is used which evaluates recent comparable gold property transactions. The excess of acquisition cost over the net identifiable assets acquired represents goodwill.

(f) Income taxes

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

(g) Recoverability of notes receivable

In determining whether the Company’s notes receivable from Primero (the “Primero Notes”) are recoverable, management makes estimates of the future cash flows of Primero. Reductions in estimates of future cash flows of Primero can result in a write-down of the carrying amounts of the Primero Notes.

At December 31, 2011, the carrying amounts of the Primero 5-year promissory note (the “Primero 5-year Promissory Note”) and debt component of the 1-year convertible promissory note receivable from Primero (the “Primero Convertible Note”) were $56 million and $31 million, respectively, which include $5 million of accrued interest included in other current assets (note 14).

As part of the impairment assessment performed for the Company’s equity interest in Primero (note 17), the Company performed an assessment of recoverability of the Primero Notes based on projected future cash flows for the next five years. The Company determined there was no evidence of impairment of the Primero Notes at December 31, 2011.

(h) Estimated reclamation and closure costs

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates and assumptions of risks associated with the future cash outflows, and the

GOLDCORP    |    30

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

applicable risk-free interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company. At December 31, 2011, the carrying amount of the Company’s provision for reclamation and closure cost obligations was $395 million (undiscounted amount – $1,354 million) (note 24).

Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of related mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

(i) Guarantee of minimum cumulative silver ounces sold by Primero to Silver Wheaton

The Company recognizes a provision for the estimated payment for shortfall ounces on October 15, 2031 (calculated as $0.50 per estimated shortfall ounce) with respect to the guarantee it has provided to Silver Wheaton Corporation (“Silver Wheaton”) of the 215 million minimum cumulative ounces of silver to be produced by Primero at San Dimas and sold to Silver Wheaton at the agreed fixed price per ounce by October 15, 2031 (note 11(a)). The production of silver at San Dimas is not within the Company’s control. The provision is re-measured at the end of each reporting period to reflect changes in estimates of future production at San Dimas based on budget and forecast information obtained from Primero.

At December 31, 2011, the amount recognized as a liability for the Company’s guarantee to Silver Wheaton was $7 million.

(j) Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

7. ACQUISITIONS OF MINING INTERESTS

(a) Andean Resources Limited

On December 29, 2010, the Company acquired all of the outstanding shares of Andean Resources Limited (“Andean”) for total consideration amounting to C$3.6 billion ($3.6 billion), comprising 61.1 million in common shares of Goldcorp and C$767 million ($766 million) in cash. The transaction was accounted for as a business combination with Goldcorp as the acquirer.

Andean’s principal mining property was the 100% indirectly owned Cerro Negro project, an advanced-stage, high-grade vein system located in the Santa Cruz province of Argentina. The land position comprises 215 square kilometres with numerous high-grade gold and silver veins and is expected to benefit the Company’s already strong organic growth pipeline. The Cerro Negro project has been classified as a separate reportable operating segment (notes 16 & 19).

Total consideration paid of $3,551 million was calculated as follows:

Purchase price:
Cash	$	766
61.1 million common shares issued		2,785
	$	3,551

31    |    GOLDCORP

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

In finalizing the purchase price allocation during the fourth quarter of 2011, the Company adjusted the preliminary purchase price allocation as described below:

Net assets acquired:	Preliminary		Adjustments		Final
Cash and cash equivalents	$	246	$	-	$	246
Other current assets		19		2		21
Mining interests		5,057		(1,525)		3,532
Goodwill		-		975		975
Current liabilities		(33)		(6)		(39)
Provision for reclamation and closure cost obligations		(1)		-		(1)
Deferred income tax liabilities		(1,737)		554		(1,183)
	$	3,551	$	-	$	3,551

As a result of reflecting the final purchase price adjustments retrospectively, the Consolidated Balance Sheet as at December 31, 2010 has been revised in these financial statements.

The acquisition cost has been allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company used an income approach (net present value of expected future cash flows) to determine the fair value of the reserves and resources. The Company’s estimate of expected future cash flows is based on an estimated life of mine plan including projected future revenues, production costs, capital expenditures and expected conversions of resources to reserves. To estimate the fair value of the exploration potential, a market approach was used which evaluated recent comparable gold property transactions.

Goodwill has been primarily recognized as a result of the requirement to record a deferred tax liability for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed.

The net loss of Andean during the year ended December 31, 2011 was $3 million (period from acquisition date of December 29, 2010 to December 31, 2010 – $nil). The impact to net earnings of the Company for the year ended December 31, 2010, had the acquisition occurred on January 1, 2010, would be negligible. Total transaction costs incurred relating to the acquisition and included in other expenses in the Consolidated Statement of Earnings for the year ended December 31, 2010 amounted to $20 million.

(b) Agua Rica

On August 31, 2011, the Company and Xstrata Queensland Limited (“Xstrata Queensland”) signed a definitive agreement with Yamana Gold Inc. (“Yamana”) whereby Minera Alumbrera Limited Sucursal Argentina (“Alumbrera SA”), an entity which the Company jointly controls with Xstrata Queensland and Yamana, was granted an exclusive four-year option to acquire Yamana’s interest in the Agua Rica project located 35 kilometres southeast of the Alumbrera mine in Argentina in exchange for payments over the four-year option period from the Company and Xstrata Queensland totalling $110 million. During the four-year option period, Alumbrera SA will manage the Agua Rica project and fund a feasibility study and all development costs. In addition to the $110 million payments from the Company and Xstrata Queensland, Yamana will receive $150 million upon an approval to proceed with construction and on exercise of the option to acquire the Agua Rica project and an additional $50 million on commissioning. Yamana will also be entitled to receive 65% of the payable gold produced from Agua Rica to a maximum of 2.3 million ounces. In accordance with the terms of the option agreement, the Company and Xstrata Queensland have made cumulative payments amounting to $30 million ($13 million – Goldcorp’s share).

The mining interest acquired has been assigned to and included in the Company’s Alumbrera reportable operating segment (notes 16, 18 & 19).

GOLDCORP    |    32

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

(c) Acquisition of 70% interest in Sociedad Contractual Minera El Morro

On February 16, 2010, the Company acquired Xstrata Copper Chile S.A.’s (“Xstrata Copper”) 70% interest in Sociedad Contractual Minera El Morro (“SCM”), the owner of the El Morro project, and associated loan receivable balances held by Xstrata Copper from a subsidiary of New Gold Inc. (“New Gold”) in exchange for total consideration of $513 million in cash. The New Gold subsidiary had completed its acquisition of Xstrata Copper’s 70% interest in SCM and associated loan receivable balances on February 16, 2010, just prior to the acquisition by the Company, pursuant to the exercise of its right of first refusal on January 7, 2010. The right of first refusal came into effect on October 12, 2009 when Barrick Gold Corporation (“Barrick”) entered into an agreement with Xstrata Copper to acquire Xstrata Copper’s 70% interest in SCM. Goldcorp now holds a 70% interest in the El Morro project with the remaining 30% held by New Gold (note 34(a)). The El Morro project is an advanced gold/copper project in northern Chile and is expected to benefit the Company’s already strong organic growth pipeline.

Goldcorp, as the project operator has agreed to fund, through interest bearing loans, New Gold’s share of development and construction costs until intended operating levels are achieved. The amounts outstanding will be repaid to the Company during the production period of the El Morro project. The acquisition of the 70% interest in SCM and loan receivable balances held by Xstrata Copper has been accounted for as a business combination, with Goldcorp as the acquirer. The El Morro project has been classified as a separate reportable operating segment in these consolidated financial statements (notes 16 & 19).

The final allocation of the purchase price was as follows:

Purchase price:
Cash	$	513
Net assets acquired:
Cash and cash equivalents		1
Mining interests		1,146
Current liabilities		(1)
Deferred income tax liabilities		(419)
Other non-current liabilities		(1)
Non-controlling interest		(213)
	$	513

The amount assigned to non-controlling interest represents New Gold’s 30% interest in SCM which was measured as New Gold’s proportionate share of the fair value of SCM’s identifiable net assets at the date of acquisition (note 30).

Total transaction costs incurred relating to the acquisition and included in other expenses during the year ended December 31, 2010 amounted to $6 million.

The net loss of SCM for the period from February 16, 2010, the acquisition date, to December 31, 2010 included in these consolidated financial statements was negligible. The impact to net earnings of the Company for the year ended December 31, 2010, had the acquisition of the 70% interest in SCM and loan receivable balances held by Xstrata Copper occurred on January 1, 2010, would be negligible.

(d) Acquisition of Canplats Resources Corporation

On February 4, 2010, the Company completed the acquisition of all of the issued and outstanding common shares of Canplats Resources Corporation for consideration of C$4.80 per common share outstanding at the closing date. The total consideration paid by the Company was C$307 million ($289 million) in cash. As a result of this transaction,

33    |    GOLDCORP

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

Goldcorp holds a 100% interest in the Camino Rojo project. The Camino Rojo project is located approximately 50 kilometres southeast of Goldcorp’s Peñasquito mine with a 3,389 square kilometre land position which includes the Represa deposit. This transaction has been accounted for as a business combination, with Goldcorp as the acquirer. The assets acquired and liabilities assumed have been assigned to and included in the Peñasquito reportable operating segment (notes 16 & 19).

The final allocation of the purchase price was as follows:

Purchase price:
Cash	$	289
Net assets acquired:
Cash and cash equivalents	$	3
Mining interests		392
Deferred income tax liabilities		(106)
	$	289

Total transaction costs incurred relating to the acquisition and included in other expenses for the year ended December 31, 2010 amounted to $4 million.

The net loss for the Camino Rojo project for the period from February 4, 2010, the acquisition date, to December 31, 2010 included in these consolidated financial statements was $nil. The impact to net earnings of the Company for the year ended December 31, 2010, had the acquisition of Canplats occurred on January 1, 2010, would be negligible.

(e) Pro-forma information on business combinations (unaudited)

The following table presents the impact to net earnings of the Company for the year ended December 31, 2010 had the acquisitions of the Cerro Negro (note 7(a)), El Morro (note 7(c)) and Camino Rojo (note 7(d)) projects occurred on January 1, 2010:

Goldcorp’s net earnings	$	2,043
Pro-forma adjustments:
Reversal of acquisition transaction costs incurred by Goldcorp		30
Foreign exchange loss on translation of deferred income taxes arising from the acquisitions		(3)
Goldcorp’s net earnings – pro-forma	$	2,070

8. DISPOSITION OF MINING INTERESTS

On June 8, 2010, the Company completed the sale of Escobal to Tahoe. Tahoe is a publicly traded company on the Toronto Stock Exchange, following the closing of its initial public offering (“IPO”) on June 8, 2010. Under the terms of the transaction, Goldcorp received a total of 47,766,000 common shares of Tahoe, representing 40% of Tahoe’s issued and outstanding common shares on a fully-diluted basis with a fair value of $271 million based on the IPO price of C$6.00 per common share and $225 million in cash, for total consideration of $496 million. The Company recognized a gain of $484 million ($481 million after tax), net of selling costs of $9 million, on the disposition of Escobal. Goldcorp is entitled to appoint three of Tahoe’s eight board members and has the right to maintain a 40% ownership interest (fully-diluted basis). The Company’s investment in Tahoe has been accounted for using the equity method and is considered to be a separate reportable operating segment (notes 16(g) & 19(f)).

GOLDCORP    |    34

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

9. PRODUCTION COSTS

		00000		00000
Years ended December 31	2011		2010
Raw materials and consumables	$	1,002	$	663
Salaries and employee benefits (i)		457		342
Contractors		299		189
Royalties		153		110
Change in inventories		(119)		(19)
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations		21		26
Other		229		165
	$	2,042	$	1,476

⁽ⁱ⁾  Excludes $50 million (2010 – $44 million) of salaries and employee benefits included in corporate administration expense.

10. FINANCE COSTS

		00000		00000
Years ended December 31	2011		2010
Interest expense	$	7	$	10
Finance fees		2		1
Accretion of reclamation and closure cost obligations (note 24)		14		15
	$	23	$	26

11. DISCONTINUED OPERATIONS

(a) Disposition of San Dimas mines and associated silver purchase agreement with Silver Wheaton

On August 6, 2010, the Company disposed of the assets and liabilities relating to the San Dimas operations (“the San Dimas Assets”), excluding certain non-operational assets, to Primero. In connection with the sale of the San Dimas Assets, Primero assumed the Company’s obligation to sell to Silver Wheaton, and Silver Wheaton agreed to purchase from Primero, silver produced from the San Dimas mines, at a fixed price per ounce (“the San Dimas Silver Wheaton Silver Purchase Agreement”).

The Company recognized a gain of $373 million ($434 million after tax, including a deferred tax recovery of $207 million and current income tax expense of $146 million), net of selling costs of $3 million, on the date of disposition. The gain was calculated based on the proceeds and liabilities assumed on disposition and the net assets sold and/or derecognized as shown in the following tables.

Net assets sold and/or derecognized:
Cash	$	1
Other current assets		14
Mining interests
Mining properties		625
Deferred excess consideration		(415)
Deferred credit		(178)
		32
Accounts payable and accrued liabilities		(13)
Reclamation and closure cost obligations		(9)
Other non-current liabilities		-
	$	25

35    |    GOLDCORP

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

The net book value of mining interests derecognized on August 6, 2010 of $32 million includes the unamortized portion of the excess consideration from the disposition of Silver Wheaton shares in the first quarter of 2008 which was applied as a reduction to the carrying amount of mining properties at San Dimas. This amount was $415 million on August 6, 2010. The consideration paid to Goldcorp by Silver Wheaton for the San Dimas Silver Wheaton Silver Purchase Agreement in 2004 and 2006 which were previously eliminated upon consolidation were also applied as a reduction to mining interests as a result of the disposition of the Company’s interest in Silver Wheaton in the first quarter of 2008. The unamortized portion of this deferred credit on August 6, 2010 was $178 million.

Proceeds and liabilities assumed on disposition:
Cash	$	214
31,151,200 common shares of Primero (i)		159
Working capital adjustment receivable		4
$50 million 5-year promissory note (note 14)		53
$60 million 1-year convertible promissory note
Host note receivable (note 14)		58
Compound embedded conversion feature (note 26(a)(iv))		1
		489
Guarantee to Silver Wheaton of Primero’s obligation to deliver and sell to Silver Wheaton 215 million cumulative minimum ounces of silver by October 15, 2031 (note 6(i))		(7)
Obligation to deliver and sell to Silver Wheaton 1,500,000 ounces of silver during each of the four years ending August 5, 2014, priced at the lesser of $4.04 per ounce, subject to annual adjustment for inflation, and the prevailing market price (note 26(a)(i))		(81)
	$	401

⁽ⁱ⁾  The fair value of the common shares received on the date of disposition is based on the market price of the shares at the date of disposition of C$5.25 per share ($5.11 per share). The Company’s resulting interest in Primero represents approximately 36% of the issued and outstanding common shares of Primero on August 6, 2010, which has been accounted for using the equity method and is considered to be a separate reportable operating segment (notes 16(i), 17 & 19(f)).

In addition to the above liabilities assumed on disposition, Goldcorp has provided Silver Wheaton and another third party, guarantees with respect to Primero’s obligation to these parties, and for which Goldcorp has been indemnified by Primero. As at the date of disposition and December 31, 2011, it was not considered likely that Goldcorp would be called upon to honour its commitments under these guarantees. The fair values of these guarantees were determined to be negligible at the date of disposition, and no amount is recognized on the Consolidated Balance Sheets for these guarantees as at December 31, 2010 and 2011.

(b) Disposition of the Company’s interest in Terrane Metals Corp.

On October 20, 2010, the Company sold its 58.1% interest in Terrane Metals Corp. (“Terrane”) to Thompson Creek Metals Inc. (“Thompson Creek”). The Company received C$0.90 in cash and 0.052 common shares of Thompson Creek for each Terrane share held, for total consideration of C$241 million ($236 million) in cash and 13.9 million common shares of Thompson Creek.

GOLDCORP    |    36

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

Prior to disposition on October 20, 2010, Goldcorp held a 58.1% controlling interest (fully-diluted basis – 52.4%) in Terrane through its ownership of 240 million preferred shares, 27.3 million common shares and 13.6 common share purchase warrants (the “Terrane warrants”). The financial position and results of operations of Terrane have been consolidated with those of the Company until the date of disposition. The Company recognized a gain of $255 million ($201 million after-tax), net of selling costs of $3 million, on the date of disposition, calculated as follows:

Net assets sold and derecognized:
Cash	$	31
Accounts receivable		3
Mining interests		236
Other non-current assets		7
Accounts payable and accrued liabilities		(9)
Deferred income tax liabilities		(39)
Non-controlling interests (note 30)		(96)
	$	133
Net proceeds:
Cash	$	236
13.9 million common shares of Thompson Creek		154
Fair value of 13.6 million Terrane common share purchase warrants retained		1
	$	391

The Company’s interest in Thompson Creek, received as partial consideration, represented approximately 8% of the issued and outstanding common shares of Thompson Creek on the date of disposition and has been classified as available-for-sale on initial recognition. The total fair value of the common shares received was $154 million based on the market price of the shares on the date of disposition.

The Terrane warrants held by Goldcorp on the date of disposition were retained. During the year ended December 31, 2011, the Company exercised all of the Terrane warrants.

37    |    GOLDCORP

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

(c) Net earnings from discontinued operations

For the year ended December 31, 2010, the Company determined that both the dispositions described in notes 11(a) & (b) met the discontinued operations criteria and the results of San Dimas and Terrane for the year ended December 31, 2010 have been presented within discontinued operations. The components of net earnings from discontinued operations are as follows:

Revenues	$	62
Mine operating costs		(31)
Corporate administration		(16)
Earnings from operations		15
Other expenses		(7)
Income taxes		(12)
Loss from discontinued operations		(4)
Gains on dispositions		628
Income tax recovery on dispositions, net		7
Net gains on dispositions of discontinued operations		635
Net earnings from discontinued operations	$	631
Net earnings from discontinued operations attributable to:
Shareholders of Goldcorp Inc.	$	639
Non-controlling interests		(8)
	$	631
Net earnings per share from discontinued operations
Basic	$	0.87
Diluted		0.84

12. ASSET HELD FOR SALE

On February 24, 2010, the Company completed the sale of its 21.2% interest in the Morelos gold project in Mexico (“El Limón”) in exchange for C$52 million ($49 million) in cash. The Company recognized a loss of $19 million ($8 million after tax), including selling costs of $2 million on this disposition. At January 1, 2010, the carrying amount of the Company’s interest in the El Limón mining property was presented separately and classified as an asset held for sale on the Consolidated Balance Sheet.

13. INVENTORIES AND STOCKPILED ORE

	At December 31 2011		At December 31 2010		At January 1 2010
Supplies	$	179	$	140	$	135
Finished goods		80		44		33
Work-in-process		23		26		33
Heap leach ore		237		182		142
Stockpiled ore		136		87		100
		655		479		443
Less non-current heap leach inventory and stockpiled ore (note 22)		(81)		(82)		(94)
	$	574	$	397	$	349

GOLDCORP    |    38

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

The costs of inventories recognized as an expense for the year ended December 31, 2011 amounted to $2,422 million which is included in mine operating costs (2010 – $1,832 million).

The majority of the stockpiled ore is located at Alumbrera and is forecasted to be drawn down throughout the remainder of Alumbrera’s mine life, until 2017. The portion that is to be processed over a period beyond the normal operating cycle is classified as non-current.

14. NOTES RECEIVABLE

	At December 31 2011		At December 31 2010		At January 1 2010
$60 million 1-year Primero convertible note	$	30	$	59	$	-
$50 million 5-year Primero promissory note		52		52		-
		82		111		-
Current notes receivable within one year		(40)		(64)		-
Non-current notes receivable after one year	$	42	$	47	$	-

As partial consideration for the disposition of the San Dimas Assets/San Dimas Silver Wheaton Silver Purchase Agreement, the Company received the $60 million Primero Convertible Note and the $50 million Primero 5-year Promissory Note (note 11(a)). The Primero Notes are measured at amortized cost using the effective interest method and are accreted to the face value of the Primero Notes over the original terms using an annual effective interest rate of 5.0% and 5.5%, respectively. The conversion feature of the Primero Convertible Note is an embedded derivative which has been accounted for separately from the host note receivable and is measured at fair value at each balance sheet date (note 26(a)(iv)).

On August 5, 2011, the Company exercised its option to extend the maturity of the Primero Convertible Note for an additional year with a revised maturity date of August 5, 2012. Subsequently, on October 19, 2011, Primero elected to repay $30 million of the principal amount of the Primero Convertible Note in cash. At December 31, 2011, $30 million of the principal amount of the Primero Convertible Note was outstanding.

Interest income on the notes for the year ended December 31, 2011 amounted to $6 million, net of $1 million of accretion (period from August 6, 2010 to December 31, 2010 – $2 million, net of accretion). The accrued interest receivable at December 31, 2011 of $5 million (December 31, 2010 – $2 million; January 1, 2010 – $nil) is included in other current assets (note 15).

15. OTHER CURRENT ASSETS

	At December 31 2011		At December 31 2010		At January 1 2010
Current derivative assets (note 26(a))	$	22	$	8	$	8
Prepaid expenses and other		47		30		24
Marketable securities (notes 21 & 26(b))		15		40		25
Money market investments (a)		272		-		-
Income taxes receivable		5		39		38
	$	361	$	117	$	95

(a) The Company holds certain cash balances as deposits with terms greater than 90 days. The investments are classified as held-to-maturity and measured at amortized cost.

39    |    GOLDCORP

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

16. MINING INTERESTS

	Mining properties
	Depletable		Non-depletable
	Reserves and resources		Reserves and resources		Exploration potential		Plant and equipment		Investments in associates		Total
Cost
At January 1, 2011	$	6,147	$	4,995	$	9,649	$	3,403	$	1,251	$	25,445
Expenditures on mining interests (b)(c)		442		431		13		475		447		1,808
Repayment of capital invested (d)		-		-		-		-		(64)		(64)
Share of net earnings and losses of associates (i )(j)		-		-		-		-		(98)		(98)
Transfers and other movements (k )		498		256		(829)		115		-		40
At December 31, 2011		7,087		5,682		8,833		3,993		1,536		27,131
Accumulated depreciation and depletion
At January 1, 2011		(1,357)		-		-		(863)		-		(2,220)
Depreciation and depletion (a)		(423)		-		-		(307)		-		(730)
Transfers and other movements (k)		-		-		-		28		-		28
At December 31, 2011		(1,780)		-		-		(1,142)		-		(2,922)
Carrying amount - December 31, 2011	$	5,307	$	5,682	$	8,833	$	2,851	$	1,536	$	24,209
	Mining properties
	Depletable		Non-depletable
	Reserves and resources		Reserves and resources		Exploration potential		Plant and equipment		Investments in associates		Total
Cost
At January 1, 2010	$	2,938	$	4,720	$	7,646	$	3,082	$	565	$	18,951
Acquired in business combinations (e)		-		2,689		2,355		26		-		5,070
Expenditures on mining interests (b)(c)		193		100		14		624		312		1,243
Expenditures on mining interests for discontinued operations (h)		10		-		35		4		-		49
Repayment of capital invested (d)		-		-		-		-		(192)		(192)
Dispositions of mining interests (g )(h)		(120)		-		(301)		(72)		-		(493)
Investments in associates (i )(j)		-		-		-		-		574		574
Share of net earnings and losses of associates (i )(j)		-		-		-		-		(8)		(8)
Transfers and other movements (k )		3,126		(2,514)		(100)		(261)		-		251
At December 31, 2010		6,147		4,995		9,649		3,403		1,251		25,445
Accumulated depreciation and depletion
At January 1, 2010		(1,027)		-		-		(628)		-		(1,655)
Depreciation and depletion (a)		(368)		-		-		(348)		-		(716)
Depreciation and depletion for discontinued operations (h)		1		-		-		(2)		-		(1)
Dispositions of mining interests (g )(h)		85		-		-		73		-		158
Transfers and other movements (k )		(48)		-		-		42		-		(6)
At December 31, 2010		(1,357)		-		-		(863)		-		(2,220)
Carrying amount - December 31, 2010	$	4,790	$	4,995	$	9,649	$	2,540	$	1,251	$	23,225

GOLDCORP    |    40

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

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

	Mining Properties
	Depletable		Non-depletable
	Reserves and resources		Reserves and resources		Exploration potential		Plant & equipment (k)		At December 31 2011		At December 31 2010		At January 1 2010
Red Lake	$	541	$	719	$	897	$	435	$	2,592	$	2,421	$	2,317
Porcupine		219		47		-		176		442		441		423
Musselwhite		119		6		133		209		467		433		390
Éléonore (b)		-		1,019		-		216		1,235		994		833
Terrane (h)		-		-		-		-		-		-		198
Peñasquito (b)(e)		3,011		754		5,591		1,132		10,488		10,477		9,849
San Dimas (h)		-		-		-		-		-		-		34
Los Filos		495		57		-		181		733		722		735
El Sauzal		70		16		-		15		101		132		190
Marlin		455		38		76		156		725		738		763
Cerro Blanco (g)		-		120		-		9		129		84		59
Alumbrera		284		-		13		127		424		460		512
Cerro Negro (b)(e)		-		1,723		1,876		71		3,670		3,532		-
Marigold		89		39		41		53		222		214		219
Wharf (g)		24		-		-		12		36		16		14
El Morro (b)(e)		-		1,144		120		8		1,272		1,177		-
Corporate and other (f)(g)		-		-		86		51		137		133		195
	$	5,307	$	5,682	$	8,833	$	2,851		22,673		21,974		16,731
Investments in associates
Pueblo Viejo (d)										1,052		685		565
Primero (i)										100		156		-
Tahoe (j)										384		410		-
										1,536		1,251		565
									$	24,209	$	23,225	$	17,296

(a) Depreciation and depletion expensed for the year ended December 31, 2011 was $694 million (2010 - $602 million) as compared to total depreciation and depletion of $730 million (2010 – $716 million) due to the capitalization of depreciation of $15 million (2010 – $98 million) relating to development projects, and movements in amounts allocated to work in progress inventories of $21 million (2010 – $16 million).

(b) Includes capitalized borrowing costs incurred during the years ended December 31 as follows:

	2011		2010
Éléonore	$	8	$	11
Peñasquito		-		12
Camino Rojo		9		15
Cerro Negro		25		-
El Morro		17		14
	$	59	$	52

The amounts capitalized were determined by applying the weighted average cost of borrowings during the years ended December 31, 2011 and 2010 of 8.57% proportionately to the accumulated qualifying expenditures on mining interests. Capitalization of borrowing costs incurred in relation to Peñasquito ceased on September 1, 2010 when operating levels intended by management were reached.

(c) During the year ended December 31, 2011, the Company incurred $198 million (2010 – $110 million) in exploration and evaluation expenditures, of which $137 million (2010 – $58 million) have been capitalized and included in expenditures on mining interests. The remaining $61 million of expenditures (2010 – $52 million) were expensed.

41    |    GOLDCORP

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

(d) During the year ended December 31, 2011, the Company received a $64 million repayment of its investment in Dominicana Holdings Inc., the entity that indirectly owns the Pueblo Viejo project (2010 – $192 million), which has been accounted for as a reduction in the Company’s investments in associates balance included in mining interests (note 17).

(e) The Company acquired a 100% interest in the Camino Rojo gold project, included in the carrying amount of the Peñasquito mining property, on February 4, 2010 ($392 million) (note 7(d)), a 70% interest in the El Morro project on February 16, 2010 ($1,146 million) (note 7(c)) and a 100% interest in the Cerro Negro project on December 29, 2010 ($3,532 million) (note 7(a)).

(f) Corporate and other includes exploration properties in Mexico with a carrying value as at December 31, 2011 of $86 million (December 31, 2010 – $86 million; January 1, 2010 – $167 million).

(g) The Company disposed of Escobal on June 8, 2010 (carrying amount of mining property previously included in the Cerro Blanco mining property derecognized – $2 million) (note 8) and recognized a gain of $484 million ($481 million after tax), net of selling costs of $9 million, an exploration project in Mexico on June 24, 2010 (carrying amount of mining property derecognized – $65 million) and recognized a loss of $64 million ($48 million after tax), and certain land relating to the Wharf mining property (carrying amount of land derecognized – $nil) and recognized a gain of $6 million ($4 million after tax).

(h) The Company disposed of the San Dimas Assets on August 6, 2010 (carrying amount of mining interests derecognized – $32 million) and its 58.1% interest in Terrane on October 20, 2010 (carrying amount of mining interests derecognized – $236 million), both of which are reported as discontinued operations (note 11).

(i) As partial consideration for the disposition of the San Dimas Assets, the Company received a 36% interest in Primero (fair value on initial recognition – $159 million) (note 11(a)). The carrying amount of Primero includes the Company’s share of net earnings and losses of Primero from August 6, 2010 and the Company’s impairment of its investment (note 17). At December 31, 2011, the Company held a 35.3% interest in Primero (note 17).

(j) As partial consideration for the disposition of Escobal, the Company received a 41.2% interest in Tahoe (fair value on initial recognition – $271 million) (note 8). The carrying amount of Tahoe includes the Company’s share of net losses of Tahoe from June 8, 2010 and additional common shares purchased by the Company on December 23, 2010 to maintain its 41.2% interest for total consideration of C$145 million ($144 million). At December 31, 2011, the Company held a 40.6% interest in Tahoe (note 17).

(k) Transfers and movements primarily represent the reclassification of carrying amounts of reserves, resources and exploration potential as a result of the conversion of the categories of mining properties, and deposits on mining interests which are capitalized and included in the carrying amounts of the related mining properties during the period. For the year ended December 31, 2010, transfers and movements include the classification of reserves and certain resources of the Peñasquito mine as “depletable” as a result of the Peñasquito mine reaching operating levels intended by management.

At December 31, 2011, assets under construction and therefore not yet being depreciated, included in the carrying amount of plant and equipment, amounted to $477 million (December 31, 2010 – $210 million; January 1, 2010 – $1,097 million).

GOLDCORP    |    42

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

(l) Certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter returns (“NSRs”), modified NSRs, net profits interest (“NPI”) and/or net earnings. Royalties are expensed at the time of sale of gold and other metals. For the year ended December 31, 2011, royalties included in production costs amounted to $153 million (2010 – $110 million) (note 9). At December 31, 2011, the significant royalty arrangements of the Company were as follows:

Producing mining properties:
Musselwhite	1-5% of NPI
Peñasquito	2% of NSR
Marlin (i)	5% of NSR
Alumbrera	3% of modified NSR plus 20% YMAD royalty
Marigold	5-10% of NSR
Development projects:
Éléonore	2.2-3.5% of NSR
Cerro Blanco	1% of NSR
Cerro Negro	3-4% of modified NSR and 1% of net earnings
El Morro	2% of NSR
Pueblo Viejo	3.2% of NSR; 0-28.8% NPI

⁽ⁱ⁾  On January 26, 2012, the Government of Guatemala and the Guatemalan Chamber of Industry publicly announced an agreement to voluntarily increase the royalties paid on the production of precious metals in Guatemala from 1% to 4% of gross revenue. In addition to this increase, Marlin has agreed to pay an additional 1% voluntary royalty.

17. INVESTMENTS IN ASSOCIATES

At December 31, 2011, the Company has a 40% interest in Pueblo Viejo, a 35.3% interest in Primero^(a) and a 40.6% interest in Tahoe^(a) which are accounted for using the equity method. Summarized financial information of Pueblo Viejo, Primero, and Tahoe is as follows:

	At December 31 2011		At December 31 2010		At January 1 2010
Current assets	$	542	$	639	$	17
Non-current assets		4,501		3,417		1,277
		5,043		4,056		1,294
Current liabilities		(292)		(335)		(152)
Non-current liabilities		(1,979)		(1,690)		(431)
		(2,271)		(2,025)		(583)
Net assets	$	2,772	$	2,031	$	711
The Company’s equity share of net assets of associates	$	1,090	$	805	$	285

The Company accounts for its investments using the equity method and adjusts each associate’s financial results where appropriate to give effect to uniform accounting policies.

Years ended December 31	2011		2010
Revenues	$	157	$	60
Net earnings and losses of associates	$	(80)	$	(21)
The Company’s equity share of net earnings and losses of associates	$	(33)	$	(8)

43    |    GOLDCORP

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

	2011		2010
Cost of the Company’s investments in associates at January 1	$	1,251	$	565
Expenditures and investments, net of distributions (notes 8, 11(a) & 16(d))		383		694
The Company’s share of net earnings and losses of associates (b)(c)		(33)		(8)
Impairment of investment in associate (d)		(65)		-
Cost of the Company’s investments in associates at December 31	$	1,536	$	1,251

(a) The quoted market values of the Company’s investments in Primero and Tahoe at December 31, 2011 was $100 million and $1,009 million, respectively, based on the closing share prices.

(b) The Company’s share of net earnings and losses of its associates for the year ended December 31, 2010 includes the net earnings and losses of Primero and Tahoe from date of acquisition of August 6, 2010 and June 8, 2010, respectively.

(c) During the year ended December 31, 2011, Pueblo Viejo recognized an impairment expense of $45 million, net of tax (Goldcorp’s share – $18 million), in respect of certain power assets.

(d) At December 31, 2011, the Company recognized an impairment expense of $65 million in respect of the Company’s investment in Primero as a result of a significant and prolonged decline in Primero’s quoted market price during 2011. The Company determined that the Company’s equity investment should be written down to the closing share price of Primero at December 31, 2011.

At December 31, 2011, the Company’s share of associates’ commitments and contingent liabilities is $326 million (December 31, 2010 – $202 million; January 1, 2010 – $358 million). These commitments and contingent liabilities are included in the Company’s consolidated commitments (note 26(d)(ii)) and contingent liabilities (note 34).

18. JOINTLY CONTROLLED ENTITY

The Company has a 37.5% interest in one jointly controlled entity, Alumbrera ^(a). The Company’s share of Alumbrera’s net assets is as follows:

	At December 31 2011		At December 31 2010		At January 1 2010
Current assets	$	139	$	214	$	205
Mining interests		424		460		512
Other non-current assets		69		62		64
		632		736		781
Current liabilities		(95)		(110)		(105)
Deferred income taxes		(118)		(122)		(140)
Provisions		(19)		(21)		(23)
Other non-current liabilities		-		(61)		(61)
		(232)		(314)		(329)
Net assets	$	400	$	422	$	452

GOLDCORP    |    44

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

The Company’s condensed share of net earnings and comprehensive income and cash flows of Alumbrera for the years ended December 31 is as follows:

	2011		2010
Revenues	$	571	$	596
Production costs		(335)		(308)
Depreciation and depletion		(60)		(65)
Earnings from mine operations		176		223
Finance costs		(6)		(7)
Income taxes		(52)		(67)
Net earnings and comprehensive income	$	118	$	149

	2011		2010
Operating activities	$	224	$	202
Investing activities		(21)		(14)
Financing activities (b )		(211)		(180)
(Decrease) Increase in cash and cash equivalents	$	(8)	$	8

(a) The Company’s share of commitments and contingent liabilities of Alumbrera incurred jointly by investors is $6 million (December 31, 2010 – $1 million; January 1, 2010 – $1 million), excluding the option payments arising from Alumbrera’s acquisition of the Agua Rica project (note 7(b)).

(b) For the year ended December 31, 2011, financing activities include dividends paid by Alumbrera to the Company in the amount of $150 million (2010 - $180 million) and a repayment of an intercompany loan payable to the Company in the amount $61 million (2010 - $nil) both of which have been eliminated upon consolidation.

45    |    GOLDCORP

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

19. SEGMENTED INFORMATION

The Company’s reportable operating segments reflect the Company’s individual mining interests and are reported in a manner consistent with the internal reporting used by the Company’s management to assess the Company’s performance.

Significant information relating to the Company’s reportable operating segments are summarized in the tables below:

	Revenues (j)		Depreciation and depletion		Earnings (loss) from operations and associates (h)			Expenditures on mining interests (i)
	Year ended December 31, 2011
Red Lake	$	971	$	89	$	636		$	268
Porcupine		434		80		132			92
Musselwhite		381		36		158			67
Éléonore		-		-		-			234
Peñasquito (a)		1,144		170		376			170
Los Filos		522		58		302			74
El Sauzal		160		43		62			11
Marlin		907		129		607			105
Cerro Blanco (b)		-		-		-			45
Alumbrera		571		60		176			27
Cerro Negro (c)		-		-		-			122
Marigold		163		19		61			25
Wharf		109		3		58			16
El Morro (d)		-		-		-			95
Pueblo Viejo		-		-		(16	)		447
Other (f)(g)		-		7		(314	)		10
Total	$	5,362	$	694	$	2,238		$	1,808
	Year ended December 31, 2010
Red Lake	$	866	$	112	$	528		$	204
Porcupine		329		82		74			88
Musselwhite		319		36		112			78
Éléonore		-		-		-			129
Peñasquito (a)		357		63		109			197
Los Filos		378		50		187			48
El Sauzal		189		66		72			8
Marlin		501		101		269			73
Cerro Blanco (b)		-		-		-			27
Alumbrera		596		65		223			16
Marigold		112		17		30			20
Wharf		91		6		35			5
El Morro (d)		-		-		-			31
Pueblo Viejo		-		-		-			312
Other (f)(g)		-		4		(223	)		7
Total	$	3,738	$	602	$	1,416		$	1,243

GOLDCORP    |    46

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

	Total assets
	At December 31 2011		At December 31 2010		At January 1 2010
Red Lake	$	3,039	$	2,857	$	2,750
Porcupine		483		485		469
Musselwhite		488		457		412
Éléonore		1,269		1,047		904
Peñasquito (a)		11,363		11,155		10,351
Los Filos		1,226		1,080		939
El Sauzal		222		228		269
Marlin		1,159		893		885
Cerro Blanco (b)		133		88		62
Alumbrera		632		736		781
Cerro Negro (c)		4,732		4,537		-
Marigold		324		277		282
Wharf		105		38		68
El Morro (d)		1,292		1,187		-
Pueblo Viejo (e)		1,052		685		565
Other (f)(g)		1,855		1,889		1,567
Total	$	29,374	$	27,639	$	20,304
	Total liabilities
	At December 31 2011		At December 31 2010		At January 1 2010
Red Lake	$	95	$	122	$	57
Porcupine		173		164		150
Musselwhite		81		73		67
Éléonore		392		305		227
Peñasquito (a)		2,947		2,793		2,684
Los Filos		103		96		102
El Sauzal		60		68		88
Marlin		97		85		61
Cerro Blanco (b)		5		6		1
Alumbrera		228		253		268
Cerro Negro (c)		1,203		1,220		-
Marigold		71		64		67
Wharf		51		30		28
El Morro (d)		448		428		-
Pueblo Viejo		-		-		-
Other (f)(g)		1,935		2,166		2,078
Total	$	7,889	$	7,873	$	5,878

(a) Upon completion of commissioning of Peñasquito on September 1, 2010, depreciation and depletion of depletable mining properties commenced and proceeds from sales of metals and costs incurred during production were recognized in net earnings. Total assets and liabilities include the Camino Rojo project acquired on February 4, 2010 (notes 7(d) & 16(e)). Earnings from operations and associates include the results of Camino Rojo from February 4, 2010.

(b) Includes the assets, liabilities and results of Escobal until June 8, 2010, the date of disposition (note 8).

47    |    GOLDCORP

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

(c) The Company acquired a 100% interest in the Cerro Negro project on December 29, 2010 (notes 7(a) & 16(e)).

(d) The Company acquired a 70% interest in the El Morro project on February 16, 2010 (notes 7(c) & 16(e)). Total assets and liabilities include 100% of the El Morro project, offset by a non-controlling interest (note 30).

(e) Total assets include the reduction in the Company’s investment balance as a result of the $64 million repayment of the Company’s investment received during the year ended December 31, 2011 (year ended December 31, 2010 – $192 million) (note 16(d)).

(f) Includes corporate activities, the assets, liabilities and results of El Limón which was disposed of on February 24, 2010 (note 12), the assets and liabilities of San Dimas which was disposed of on August 6, 2010 and presented as a discontinued operation (note 11(a)), the assets and liabilities of Terrane which was disposed of on October 20, 2010 and presented as a discontinued operation (note 11(b)), the investment in and results of Primero from August 6, 2010 (note 17), the investment in and results of Tahoe from June 8, 2010 (note 17), and corporate assets and liabilities which have not been allocated to the above segments. Total corporate assets and liabilities at December 31, 2011 were $1,285 million and $1,935 million, respectively (December 31, 2010 – $1,237 million and $2,166 million, respectively; January 1, 2010 – $1,007 million and $2,078 million, respectively).

(g) Corporate and other includes certain exploration properties in Mexico which had total assets and total liabilities carrying values of $86 million and $nil, respectively (December 31, 2010 – $86 million and $nil, respectively; January 1, 2010 – $167 million and $nil, respectively).

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

(i) Segmented expenditures on mining interests include capitalized borrowing costs, net of investment tax credits and are presented on an accrual basis (note 16). Expenditures on mining interests and interest paid in the Consolidated Statements of Cash Flows are presented on a cash basis. For the year ended December 31, 2011, the change in accrued expenditures was an increase of $114 million (2010 – increase of $60 million).

(j) The Company’s principal product is gold doré with the refined gold bullion sold primarily in the London spot market. Concentrate produced at Penasquito and Alumbrera, containing both gold and by-product metals, is sold to third party refineries. The Company’s revenues from continuing operations (excluding attributable share of revenue from associates) for the years ended December 31 are as follows:

	2011		2010
Gold	$	3,912	$	2,938
Silver		795		295
Copper		338		396
Zinc		195		59
Lead		104		42
Other		18		8
	$	5,362	$	3,738

GOLDCORP    |    48

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

20. GOODWILL

The changes in the carrying amount of goodwill for the years ended December 31 are as follows:

	2011		2010
Cost
At January 1	$	1,737	$	762
Additions through business combinations (note 7(a))		-		975
At December 31		1,737		1,737

The Company has not recognized impairment losses on the goodwill balances as at December 31, 2011 and 2010. The carrying amount of goodwill has been allocated to the Company’s CGUs and included in the respective operating segment assets in note 19 as shown below:

	At December 31 2011		At December 31 2010		At January 1 2010
Cerro Negro (note 7(a))	$	975	$	975	$	-
Red Lake		405		405		405
Peñasquito		283		283		283
Los Filos		74		74		74
	$	1,737	$	1,737	$	762

Goodwill is assessed for impairment annually as at December 31, or when circumstances indicate there may be an impairment, and is allocated to CGUs on the basis of management’s internal review. The recoverable amounts of CGUs with allocated goodwill as noted above have been determined by reference to the CGUs’ future after-tax cash flows expected to be derived from the Company’s mining properties less estimated costs to sell the mining properties. The after-tax cash flows have been determined based on life-of-mine after-tax cash flow projections which incorporate management’s best estimates of future metal prices, production based on current estimates of recoverable reserves and resources, exploration potential, future operating costs and non-expansionary capital expenditures, and long-term foreign exchange rates. Cash flow projections beyond five years are based on life-of-mine plans assuming management estimates of long term metal prices.

The projected cash flows are significantly affected by changes in assumptions about metal selling prices, future capital expenditures, production cost estimates, discount rates and exchange rates. Metal selling prices are estimated based on historical price volatility and market consensus pricing. For 2011, metal prices assumptions ranged from $1,600 to $1,200 per ounce for gold; $34 to $20 per ounce for silver; $3.50 to $2.75 per pound for copper; $0.90 to $0.85 per pound for zinc; and $0.90 to $0.80 per pound for lead. The exchange rate assumption is based on management’s estimate of consensus long-term rates at the time of impairment assessment. The cash flow projections are discounted using an after-tax discount rate of 5% which represents the Company’s weighted average cost of capital.

21. INVESTMENTS IN SECURITIES

	At December 31 2011		At December 31 2010		At January 1 2010
Equity securities – available-for-sale	$	222	$	964	$	413
Less: marketable securities classified as other current assets (note 15)		(15)		(40)		(25)
	$	207	$	924	$	388

49    |    GOLDCORP

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

The Company has investments in equity securities in accordance with its long-term investment plans. These investments are classified as non-current assets if the Company intends to hold the investment for more than 12 months. Those securities the Company does not intend to hold for the long-term are classified as marketable securities within other current assets (note 15). The equity securities are classified as available-for-sale and measured at fair value with mark-to-market gains and losses recognized directly in other comprehensive income (note 26(b)).

22. OTHER NON-CURRENT ASSETS

	At December 31 2011		At December 31 2010		At January 1 2010
Sales/indirect taxes recoverable	$	41	$	17	$	10
Non-current derivative assets (note 26(a))		-		6		2
Stockpiled ore (note 13)		81		82		94
Other		34		17		10
	$	156	$	122	$	116

23. LONG TERM DEBT

	At December 31 2011		At December 31 2010		At January 1 2010
$863 million convertible senior notes	$	737	$	695	$	656

On June 5, 2009, the Company issued convertible senior notes (“the Notes” or “the Company’s Notes”) with an aggregate principal amount of $863 million. The Notes are unsecured and bear interest at an annual rate of 2.0% payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2010, and mature on August 1, 2014.

Holders of the Notes may convert the Notes at their option at any time during the period from May 1, 2014 to the maturity date and at any time during the period from June 5, 2009 to May 1, 2014, subject to certain market and other conditions. The Notes are convertible into the Company’s common shares at a conversion rate of 20.8407 common shares for every $1,000 principal amount of Notes, subject to adjustment in certain events. Subject to satisfaction of certain conditions, the Company may, upon conversion by the holder, elect to settle in cash or a combination of cash and common shares. The Notes are non-redeemable, except upon occurrence of certain changes in Canadian withholding tax laws or a fundamental change.

The option to settle in cash upon conversion results in the conversion feature of the Notes being accounted for as an embedded derivative which must be separately accounted for at fair value upon initial recognition. Subsequently, the conversion feature is measured at fair value at each reporting date and the movement reported in net earnings (note 26(a)(iii)). The carrying amount of the debt component upon initial recognition was calculated as the difference between the proceeds received for the Notes and the fair value of the conversion feature and is accreted to the face value of the Notes over the term of the Notes using an annual effective interest rate of 8.57%.

Of the $59 million of interest incurred on the Notes for the year ended December 31, 2011 (2010 – $56 million), which includes $42 million of accretion (2010 – $39 million), $59 million has been capitalized as part of the costs of qualifying mining properties (2010 – $52 million) (note 16(b)). Interest incurred, including accretion expense, that has not been capitalized is included in finance costs in the Consolidated Statements of Earnings.

GOLDCORP    |    50

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

24. NON-CURRENT PROVISIONS

	At December 31 2011		At December 31 2010		At January 1 2010
Reclamation and closure cost obligations	$	395	$	360	$	316
Less: current portion included in other current liabilities		(31)		(22)		(24)
		364		338		292
Other		11		16		6
	$	375	$	354	$	298

Reclamation and closure cost obligations

The Company incurs reclamation and closure cost obligations relating to its operating and inactive mines and development projects. The present value of obligations relating to operating and inactive mines and development projects is currently estimated at $320 million, $53 million and $22 million, respectively (December 31, 2010 – $279 million, $68 million and $13 million, respectively; January 1, 2010 – $222 million, $59 million and $35 million, respectively) reflecting anticipated cash flows to be incurred over approximately the next 100 years. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing care and maintenance and other costs.

The total provision for reclamation and closure cost obligations at December 31, 2011 is $395 million (December 31, 2010 – $360 million; January 1, 2010 – $316 million). The undiscounted value of these obligations is $1,354 million (December 31, 2010 – $1,040 million; January 1, 2010 – $1,080 million), calculated using an effective weighted inflation rate assumption of 2% (December 31, 2010 – 2%; January 1, 2010 – 2%). Accretion expense of $14 million has been charged to earnings for the year ended December 31, 2011 (2010 – $15 million) to reflect an increase in the carrying amount of the reclamation and closure cost obligations which has been determined using an effective weighted discount rate of 5%. Changes to the reclamation and closure cost obligations during the years ended December 31 are as follows:

	2011		2010
Reclamation and closure cost obligations – beginning of year	$	360	$	316
Arising on acquisition of Andean (note 7(a))		-		1
Reduction of obligations on dispositions of mining interests (note 16(g))		-		(7)
Reclamation expenditures		(23)		(16)
Accretion expense, included in finance costs (note 10)		14		15
Revisions in estimates and obligations incurred		44		51
Reclamation and closure cost obligations – end of year	$	395	$	360

25. INCOME TAXES

Years ended December 31	2011		2010
Current income tax expense	$	473	$	364
Deferred income tax expense (recovery)		213		(57)
Income taxes	$	686	$	307

51    |    GOLDCORP

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

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

Years ended December 31	2011		2010
Earnings from continuing operations before taxes	$	2,567	$	1,719
Canadian federal and provincial income tax rates		26.50%		28.96%
Income tax expense based on Canadian federal and provincial income tax rates		680		498
Increase (decrease) attributable to:
Impact of foreign exchange on deferred income tax assets and liabilities		89		(39)
Other impacts of foreign exchange		(9)		4
Non-deductible expenditures		30		28
Effects of different foreign statutory tax rates on earnings of subsidiaries		(68)		(22)
Non-taxable portion of gain on disposition of securities (note 26(b)(i))		(45)		-
Non-taxable mark-to-market gains on Goldcorp share purchase warrants and convertible debt		(19)		(8)
Investment write-downs not tax effected		30		-
Impact of increase in Québec mining tax rates		23		-
Provincial mining taxes and resource allowance		53		39
Impact of future income tax rates applied versus current statutory rates		(26)		(17)
Change in Mexican tax legislation		-		(13)
Impact of Mexican inflation on tax values		(24)		(11)
Gain on sale of Escobal not subject to tax		-		(139)
Other		(28)		(13)
	$	686	$	307

Effective January 1, 2011, the Canadian Federal corporate tax rate decreased from 18% to 16.5% and the British Columbia provincial tax decreased from 10.5% to 10% while in Ontario the manufacturing and processing tax rate decreased from 11% to 10%. The overall reduction in tax rates has resulted in a decrease in the Company’s statutory tax rate from 28.96% to 26.50%.

On October 21, 2010, Chile introduced new legislation that increased the mining tax rate for large mines from a 5% fixed rate to a progressive tax regime with rates ranging from 5% to 14% depending on the mining operating profit margin in a given taxation year. The mining operating profit margin is defined as the taxable income of the operation divided by the gross mining revenue of the operation. Mines with operating margins at 35% or below would still be subject to the 5% mining tax rate. Mines with an operating profit margin of higher than 85% would be subject to a 14% rate. During 2011, New Gold waived the fiscal stability established by its previous D.L. 600 filing. Therefore, the D.L. 600 filing made by Goldcorp at the time of the El Morro acquisition provides fiscal stability to both Goldcorp and New Gold that prevents the new legislation from applying to the El Morro operations for the first 15 years of production.

Income tax recoveries (expenses) recognized in other comprehensive income (note 26(b)) is as follows:

Years ended December 31	2011		2010
Net valuation losses (gains) on available-for-sale investments recognized in other comprehensive income	$	26	$	(44	)
Net valuation losses on available-for-sale investments recognized in net earnings		(11)		-
Gain on disposition of securities recognized in net earnings		42		-
	$	57	$	(44	)

GOLDCORP    |    52

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

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

	At December 31 2011		At December 31 2010		At January 1 2010
Deferred income tax assets (a )
Unused non-capital losses	$	27	$	44	$	35
Investment tax credits		36		17		24
Deductible temporary differences relating to:
Reclamation and closure cost obligations		91		76		73
Other		71		75		43
		225		212		175
Deferred income tax liabilities
Taxable temporary differences relating to:
Mining interests		(5,519)		(5,339)		(3,924)
Other		(266)		(297)		(148)
		(5,785)		(5,636)		(4,072)
Deferred income tax liabilities, net	$	(5,560)	$	(5,424)	$	(3,897)

(a) The Company believes that it is probable that the results of future operations will generate sufficient taxable income to realize the above noted deferred income tax assets. At December 31, 2011, the Company had alternative minimum tax (“AMT”) credits and non-capital losses with a tax benefit of $12 million and $1 million, respectively (December 31, 2010 – $7 million and $2 million; January 1, 2010 – $8 million and $1 million, respectively) which have not been recognised as deferred income tax assets. The unused non-capital losses have expiry dates of 2013-2021. The AMT credits have no expiry date.

53    |    GOLDCORP

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

26. FINANCIAL INSTRUMENTS

(a) Financial assets and liabilities classified as at FVTPL

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

	At December 31 2011		At December 31 2010		At January 1 2010
Current derivative assets (note 15)
Foreign currency contracts	$	9	$	5	$	7
Copper contracts		7		3		1
Heating oil contracts		5		-		-
Investments in warrants		1		-		-
	$	22	$	8	$	8
Non-current derivative assets (note 22)
Investments in warrants	$	-	$	6	$	2
Current derivative liabilities
Foreign currency contracts	$	(23)	$	-	$	(1)
Copper contracts		-		(15)		(10)
Heating oil contracts		(5)		-		-
Non-financial contract to sell silver to Silver Wheaton (i)		(37)		(40)		-
Share purchase warrants (ii)		-		(42)		-
	$	(65)	$	(97)	$	(11)
Non-current derivative liabilities
Non-financial contract to sell silver to Silver Wheaton (i)	$	(53)	$	(95)	$	-
Share purchase warrants (ii)		-		-		(72)
Conversion feature of convertible senior notes (iii)		(184)		(233)		(231)
	$	(237)	$	(328)	$	(303)

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

	At December 31 2011		At December 31 2010		At January 1 2010
Arising from sales of metal concentrates – classified as at FVTPL	$	292	$	243	$	123
Not arising from sales of metal concentrates – classified as loans and receivables		181		201		156
Accounts receivable	$	473	$	444	$	279

GOLDCORP    |    54

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

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

Years ended December 31	2011		2010
Realized gains (losses)
Foreign currency, heating oil, copper, lead, zinc and silver contracts	$	14	$	9
Non-financial contract to sell silver to Silver Wheaton (i)		(26)		(3)
Share purchase warrants (ii)		33		-
		21		6
Unrealized gains (losses)
Foreign currency, heating oil, copper, lead, zinc and silver contracts		-		(4)
Investments in warrants		(7)		-
Non-financial contract to sell silver to Silver Wheaton (i)		24		(63)
Share purchase warrants (ii)		(5)		30
Conversion feature of convertible senior notes (iii)		49		(1)
Conversion feature of Primero Convertible Note (iv)		-		(1)
		61		(39)
	$	82	$	(33)

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

At December 31, 2011, 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 $90 million (December 31, 2010 – $135 million). The fair value was estimated as the difference between the forward market prices of silver for the remainder of the four contract years ending August 5, 2014 ranging from $28.04 to $29.55 per ounce (December 31, 2010 – $30.96 to $31.75 per ounce) and the fixed price of $4.04 per ounce, subject to an annual adjustment for inflation, receivable from Silver Wheaton, multiplied by the remaining ounces to be delivered, and discounted using the Company’s after-tax weighted average cost of capital. Of the $90 million (December 31, 2010 – $135 million), $37 million (December 31, 2010 – $40 million) is included in current derivative liabilities with the remaining amount included in non-current derivative liabilities. The Company recorded a net loss on derivatives in the year ended December 31, 2011 of $2 million (December 31, 2010 – net loss of $66 million) comprising of a realized loss of $26 million (December 31, 2010 – realized loss of $3 million) on ounces delivered during the period and an unrealized gain of $24 million (December 31, 2010 – unrealized loss of $63 million) on remaining ounces to be delivered. The remaining total ounces to be delivered by the Company as at December 31, 2011 were 3.9 million ounces (December 31, 2010 – 5.4 million ounces).

(ii) Share purchase warrants

During the three months ended June 30, 2011, 7.8 million of the Company’s 9.2 million share purchase warrants were exercised for total proceeds of C$350 million ($358 million). The Company reclassified $14 million from current liabilities to share capital, representing the fair value of the share purchase warrants on the dates of exercise. The Company’s remaining 1.4 million outstanding share purchase warrants expired unexercised on June 9, 2011.

The Company recorded a $28 million net gain on derivatives in the Consolidated Statement of Earnings during the year ended December 31, 2011 representing the change in fair value of share purchase warrants outstanding during the period to the dates of exercise or expiry (2010 - $30 million unrealized gain).

At December 31, 2011, the Company had no outstanding share purchase warrants (December 31, 2010 - 9.2 million outstanding share purchase warrants with a fair value of $42 million classified as current derivative liabilities;

55    |    GOLDCORP

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

January 1, 2010 - 9.2 million outstanding share purchase warrants with a fair value of $72 million classified as non-current derivative liabilities).

(iii) Conversion feature of convertible senior notes

At December 31, 2011, non-current derivative liabilities included $184 million representing the fair value of the conversion feature of the Company’s Notes outstanding (note 23) (December 31, 2010 – $233 million; January 1, 2010 – $231 million). During the year ended December 31, 2011, the Company recognized an unrealized gain of $49 million on derivatives, representing the change in fair value of the conversion feature of the Company’s Notes during the year (December 31, 2010 – $1 million unrealized loss).

(iv) Conversion feature of the Primero Convertible Note

The conversion feature of the Primero Convertible Note is an embedded derivative which has been accounted for separately from the host note receivable and measured at fair value at each balance sheet date. On August 5, 2011, the Company exercised its option to extend the maturity of the Primero Convertible Note for an additional year with a revised maturity date of August 5, 2012 (note 14).

At December 31, 2011, current derivative assets included a negligible amount representing the fair value of the conversion feature of the Primero Convertible Note (December 31, 2010 – negligible; January 1, 2010 – $nil). During the year ended December 31, 2011, the Company recognized a negligible loss representing the change in fair value of the conversion feature of the Primero Convertible Note during the year (2010 – $1 million unrealized loss).

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

The Company’s investments in marketable securities (included in other current assets (note 15)) and other equity securities (classified as non-current (note 21)) are classified as available-for-sale. The unrealized gains (losses) on available-for-sale investments recognized in other comprehensive income for the years ended December 31 were as follows:

	2011		2010
Mark-to-market gains (losses) on equity securities	$	(225)	$	365
Deferred tax recovery (expense) in OCI		26		(44)
Unrealized gains (losses) on available-for-sale securities, net of tax		(199)		321
Reclassification adjustment for realized gains recognized in net earnings, net of tax of $42 million (i)		(294)		-
Reclassification adjustment for impairment losses recognized in net earnings, net of tax of $11 million (ii)		76		2
	$	(417)	$	323

(i) On February 8, 2011, the Company disposed of its 10.1% interest in Osisko Mining Corporation to a syndicate of underwriters at a price of C$13.75 per common share held, for total gross proceeds of C$530 million ($536 million). On the date of disposition, the Company reclassified the cumulative mark-to-market gains previously recognized in OCI of $337 million to earnings for the period and recognized a gain on disposition of $320 million ($279 million after tax), net of selling costs of $17 million. A $1 million loss on disposal of marketable securities was recognized during the fourth quarter of 2011.

(ii) The Company recognized an impairment expense of $87 million on certain of the Company’s equity and marketable securities as the Company determined there was objective evidence of a significant and/or prolonged decline. As a result, the cumulative mark-to-market losses previously recognised in OCI were reclassified to net earnings (2010 – $2 million, net of tax of $nil).

GOLDCORP    |    56

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

(c) Fair value information

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

The categories of fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

At December 31, 2011, the levels in the fair value hierarchy into which the Company’s financial assets and liabilities measured and recognized on the Consolidated Balance Sheets at fair value are categorized as follows:

	December 31, 2011				December 31, 2010				January 1, 2010
	Level 1		Level 2		Level 1		Level 2		Level 1		Level 2
Cash and cash equivalents	$	1,502	$	-	$	556	$	-	$	875	$	-
Marketable securities (note 15)		15		-		40		-		25		-
Accounts receivable arising from sales of metal concentrates (note 26(a))		-		292		-		243		-		123
Investments in warrants (note 26(a))		1		-		6		-		2		-
Investments in equity securities (note 21)		207		-		924		-		388		-
Current derivative assets (note 26(a))		-		21		-		8		-		8
Current derivative liabilities (note 26(a))		-		(65)		(33)		(64)		-		(11)
Non-current derivative liabilities:
Non-financial contract to sell silver to Silver Wheaton (note 26(a)(i))		-		(53)		-		(95)		-		-
Conversion feature of convertible senior notes (note 26(a)(iii))		-		(184)		-		(233)		-		(231)
Share purchase warrants (note 26(a)(ii))		-		-		-		-		(61)		(11)

At December 31, 2011, there were no financial assets or liabilities measured and recognized on the Consolidated Balance Sheet at fair value that would be categorized as level 3 in the fair value hierarchy above (December 31, 2010 – $nil; January 1, 2010 – $nil).

There were no transfers between level 1 and level 2 during the years ended December 31, 2011 and 2010.

(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.

Current derivative assets and liabilities:

The Company’s current derivative assets and liabilities are comprised of commodity and currency forward and option contracts and the current portion of the Company’s non-financial contract to sell silver to Silver Wheaton. The fair values of the forward contracts are calculated using discounted contractual cash flows based on quoted forward curves and

57    |    GOLDCORP

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

discount rates incorporating LIBOR and the applicable yield curve. The fair values of the option contracts are priced using an option pricing model which utilizes a combination of quoted prices and market-derived inputs, including volatility estimates and option adjusted credit spreads.

Non-financial contract to sell silver to Silver Wheaton:

The fair value of ounces to be delivered is calculated using quoted silver forward prices over the contractual term less the fixed price of $4.04 per ounce, subject to an annual adjustment for inflation, and discounted using the Company’s after-tax weighted average cost of capital.

Conversion feature of convertible senior notes:

The fair value of the conversion feature is calculated using an option pricing model. The model utilizes a discounted cash flow analysis using a discount rate with an option adjusted credit spread, and the closing price of the Company’s Notes at the balance sheet date and which are considered to be traded in an active market.

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

At December 31, 2011, the carrying amounts of accounts receivable not arising from sales of metal concentrates, money market investments, and accounts payable and accrued liabilities are considered to be reasonable approximations of their fair values due to the short-term nature of these instruments.

Convertible senior notes:

The initial recognition amount of the liability component of the Company’s Notes has been accreted from June 5, 2009 to December 31, 2011 based on an annual effective interest rate of 8.57% (note 23). Management estimates the market interest rate on similar borrowings without the conversion feature has decreased to approximately 3.1% per annum as at December 31, 2011. Accordingly, the fair value of the liability component of the Company’s Notes has increased to $847 million, compared to a carrying amount of $744 million, which includes $7 million of accrued interest payable included in accounts payable and accrued liabilities at December 31, 2011.

Primero 5-year Promissory Note:

The Primero 5-year Promissory Note has been accreted during the year ended December 31, 2011 based on an annual effective interest rate of 5.5% (note 14). Management estimates the market interest rate on similar borrowings has increased to approximately 5.7% per annum as at December 31, 2011. Accordingly, the fair value of the Primero 5-year Promissory Note has decreased to $55 million, compared to a carrying amount of $56 million, which includes $4 million of accrued interest receivable at December 31, 2011 (notes 14 & 15).

Primero Convertible Note:

The initial recognition amount of the Primero Convertible Note was accreted to the face value of the note over the original term of the note based on an annual effective interest rate of 5.0% (note 14). Management estimates the market interest rate on similar borrowings has increased to approximately 5.2% per annum as at December 31, 2011. Accordingly, the fair value of the Primero Convertible Note has decreased to $30 million, compared to a carrying amount of $31 million, which includes $1 million of accrued interest receivable at December 31, 2011 (notes 14 & 15).

(d) Financial instrument 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 Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and

GOLDCORP    |    58

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

to protect itself against adverse price movements. All transactions undertaken are to support the Company’s ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

The following describes the types of risks that the Company is exposed to and its objectives and policies for managing those risk exposures.

(i) Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents, money market investments and derivative assets. To mitigate exposure to credit risk on financial assets, the Company has established policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness and to ensure liquidity of available funds.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables at December 31, 2011 is considered to be negligible. The Company invests its cash and cash equivalents and money market investments in highly rated corporations and government issuances in accordance with its short-term investment policy and the credit risk associated with its investments is considered to be low. Foreign currency, heating oil and commodity contracts are entered into with large international financial institutions with strong credit ratings.

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

	At December 31 2011		At December 31 2010		At January 1 2010
Cash and cash equivalents	$	1,502	$	556	$	875
Accounts receivable		473		444		279
Money market investments		272		-		-
Current and non-current derivative assets (note 26(a))		22		14		10
Current and non-current notes receivable (note 14)		82		111		-
Accrued interest receivable (note 15)		5		2		-
	$	2,356	$	1,127	$	1,164

(ii) Liquidity risk

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

During the year ended December 31, 2011, the Company generated operating cash flows from continuing operations of $2,366 million (2010 – $1,764 million). At December 31, 2011, Goldcorp held cash and cash equivalents of $1,502 million (December 31, 2010 – $556 million; January 1, 2010 – $875 million), of which $89 million (December 31, 2010 – $64 million; January 1, 2010 – $71 million) is held by the Company’s joint ventures and which is not available for use by the Company. At December 31, 2011, the Company had working capital of $2,045 million (excluding working capital of the Company’s joint ventures) (December 31, 2010 – $506 million; January 1, 2010 – $867 million) which the Company defines as current assets less current liabilities.

59    |    GOLDCORP

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

On November 23, 2011, the Company entered into a $2 billion 5 year senior revolving credit facility with a syndicate of 15 lenders. This unsecured floating rate credit facility replaced the Company’s 2007 $1.5 billion revolving credit facility. Amounts drawn incur interest at LIBOR plus 0.875% to 1.750% per annum and undrawn amounts are subject to a 0.08% to 0.30% per annum commitment fee; both fees are dependent on the Company’s debt ratings. All amounts drawn are required to be refinanced or repaid by November 23, 2016. The revolving credit facility, either previous or existing, has not been used during 2011. In April 2010, Barrick, the project operator, and Goldcorp finalized the terms for $1.035 billion (100% basis) in project financing for Pueblo Viejo ($414 million – Goldcorp’s share). The lending syndicate is comprised of international financial institutions including two export credit agencies and a syndicate of commercial banks. The financing amount is divided into three tranches consisting of $375 million, $400 million and $260 million with terms of fifteen years, fifteen years and twelve years, respectively. The $375 million tranche bears a fixed coupon rate of 4.02% for the entire fifteen years. The $400 million tranche bears a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus 5.10% (inclusive of a political risk insurance premium) for years thirteen to fifteen. The $260 million tranche bears a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus 4.85% (inclusive of political risk insurance premium) for years eleven and twelve. Barrick and Goldcorp have each provided a guarantee for their proportionate share of the loan. The guarantees will terminate upon Pueblo Viejo meeting certain operating completion tests and are subject to a carve-out for certain political risk events. During the year ended December 31, 2011, an additional $159 million was drawn for a total amount drawn of $940 million at December 31, 2011 ($376 million – Goldcorp’s share). The remaining $95 million available ($38 million – Goldcorp’s share) is expected to be drawn during 2012.

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

	At December 31 2011										At December 31 2010		At January 1 2010
	Within 1 year		2 to 3 years		4 to 5 years		Over 5 years		Total		Total		Total
Accounts payable and accrued liabilities (a)	$	612	$	-	$	-	$	-	$	612	$	560	$	382
Current and non-current derivative liabilities (note 26(a))		65		58		-		-		123		162		11
Debt re-payments (principal portion) (note 23)		-		863		-		-		863		863		879
Interest payments on convertible senior notes (note 23)		17		35		-		-		52		69		89
Capital expenditure commitments		765		-		-		-		765		252		530
Reclamation and closure costs (note 24)		31		30		36		1,257		1,354		1,040		1,080
Minimum rental and lease payments		3		4		4		-		11		10		12
Other		15		5		4		48		72		23		6
	$	1,508	$	995	$	44	$	1,305	$	3,852	$	2,979	$	2,989

^(a)  Excludes accrued interest on convertible senior notes which is disclosed separately in the above table.

GOLDCORP    |    60

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

At December 31, 2011, the Company had letters of credit outstanding and secured deposits in the amount of $308 million (December 31, 2010 – $308 million; January 1, 2010 – $271 million).

In the opinion of management, the working capital at December 31, 2011, together with future cash flows from operations and available funding facilities, is sufficient to support the Company’s commitments. The Company’s total planned capital expenditures for 2012 is $2.6 billion, 40% of which relate to operations and the remaining 60% to projects (Cerro Negro, Éléonore, Cochenour, El Morro, Camino Rojo and Pueblo Viejo).

At December 31, 2011, the Company’s committed capital expenditures payable over the next twelve months amounted to $765 million (December 31, 2010 – $252 million; January 1, 2010 – $530 million). Included in the committed capital expenditures at December 31, 2011 are $153 million relating primarily to the in-pit crushing and conveying system for Peñasquito, $73 million relating to the Cerro Negro project, $127 million relating to the Éléonore project, and $12 million relating primarily to the filter plant construction for Marlin.

For the periods beyond 2012, the Company’s cash flows from operations and available funding under the Company’s loan facilities are expected to sufficiently support further expansions and growth. Peñasquito will be the main driver of the Company’s gold production growth expected in the next five years, with significant contributions from Red Lake, Pueblo Viejo and Cerro Negro.

(iii) Market risk

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and zinc are sold in US dollars and the Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Argentinean pesos, Guatemalan quetzals and Chilean pesos. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver, copper, lead and zinc production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are denominated in non-US dollar currencies which are subject to currency risk. Accounts receivable and other current and non-current assets denominated in non-US dollars relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. The Company is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss is denominated in a non-US dollar currency. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting deferred tax charged or credited to income tax expense. At December 31, 2011, the Company had $5.6 billion of deferred income tax liabilities, of which $5.1 billion arose primarily from the acquisitions of Placer Dome Inc.’s assets and Glamis in 2006, and Camino Rojo and Cerro Negro in 2010 and which are denominated in currencies other than the US dollar.

61    |    GOLDCORP

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

The Company is exposed to currency risk through the following financial assets and liabilities and deferred income tax liabilities denominated in currencies other than US dollars:

At December 31, 2011	Cash and cash equivalents		Accounts receivable and other current and non-current assets		Income taxes receivable (payable), current & non-current		Accounts payable and accrued liabilities  and non-current liabilities		Deferred income tax liabilities
Canadian dollar	$	22	$	58	$	(116)	$	(238)	$	(852)
Mexican peso		20		58		(13)		(86)		(2,927)
Argentinean peso		20		55		(17)		(25)		(1,304)
Guatemalan quetzal		5		14		(3)		(27)		(21)
Chilean peso		1		3		-		(16)		-
	$	68	$	188	$	(149)	$	(392)	$	(5,104)
At December 31, 2010
Canadian dollar	$	70	$	97	$	(62)	$	(204)	$	(784)
Mexican peso		34		90		(177)		(88)		(2,892)
Argentinean peso		1		33		(47)		(48)		(1,305)
Guatemalan quetzal		5		18		(5)		(18)		(11)
Chilean peso		-		1		-		(3)		-
	$	110	$	239	$	(291)	$	(361)	$	(4,992)

During the year ended December 31, 2011, the Company recognized a gain of $3 million on foreign exchange (2010 – loss of $1 million). Based on the above net exposures at December 31, 2011, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an approximate $10 million increase or decrease in the Company’s after-tax net earnings, respectively.

During the year ended December 31, 2011, the Company recognized a net foreign exchange loss of $84 million in income tax expense on income taxes receivable/(payable) and deferred taxes (2010 – net gain of $35 million). Based on the above net exposures at December 31, 2011, a 10% depreciation or appreciation of the above currencies against the US dollar would result in an approximate $58 million decrease or increase in the Company’s after-tax net earnings, respectively.

During the year ended December 31, 2011 and in accordance with its Risk Management Policy, the Company entered into Canadian dollar and Mexican peso forward and option contracts to purchase and sell the respective foreign currencies at pre-determined US dollar amounts. These contracts were entered into to normalize operating expenses incurred by the Company’s foreign operations as expressed in US dollar terms (note 26(a)).

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its outstanding borrowings, its share of the Pueblo Viejo project financing, cash and cash equivalents and money market investments. At December 31, 2011, the Company’s revolving credit facility is subject to a floating interest rate. In addition, the Primero 5-year Promissory Note and debt component of the Primero Convertible Note are exposed to interest rate risk as a result of the fixed interest rates earned (note 14). The Company monitors its exposure to interest rates and is comfortable with its exposures given the relatively low short-term US dollar rates. The weighted average interest rate paid by the Company during the year ended December 31, 2011 on its revolving credit facility was nil% (2010 – 0.74%). The average interest rate earned by the Company during the year ended December 31, 2011 on its cash and cash equivalents was 0.20%

GOLDCORP    |    62

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

(2010 – 0.20%). A 10% increase or decrease in the interest earned from financial institutions on deposits held and money market investments would result in a nominal increase or decrease in the Company’s after-tax net earnings (2010 – nominal).

Price  risk

Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices.

The Company has a policy not to hedge gold sales. In accordance with the Company’s Risk Management Policy, the Company may hedge up to 50% and 30% of its by-product base metal sales volume over the next fifteen months and subsequent sixteen to twenty-seven months, respectively, to manage its exposure to fluctuations in base metal prices (note 26(a)).

The costs relating to the Company’s production, development and exploration activities vary depending on the market prices of certain mining consumables including diesel fuel and electricity. A 10% increase or decrease in diesel fuel market prices would result in a $12 million decrease or increase in the Company’s after-tax net earnings (2010 – $9 million). The Company does not intend to hedge against diesel fuel price fluctuations in Mexico as the government regulates the domestic market. As and when it is determined to be favourable, the Company will enter into hedges against diesel fuel price fluctuations in Canada and the United States. At December 31, 2011, the Company has entered into heating oil contracts to manage its exposure to fuel prices (note 26(a)). Electricity is regionally priced in Ontario, Canada and Mexico and semi-regulated by the provincial and federal governments, respectively. The regulation of electricity prices reduces the risk of price fluctuation and the Company therefore does not contemplate entering into contracts to hedge against such risk.

The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of each equity investment, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being recognized in other comprehensive income.

27. MANAGEMENT OF CAPITAL

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

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

	At December 31 2011		At December 31 2010		At January 1 2010
Shareholders’ equity	$	21,272	$	19,553	$	14,375
Current debt included in other current liabilities		-		-		17
Long-term debt		737		695		656
		22,009		20,248		15,048
Less:  Cash and cash equivalents		(1,502)		(556)		(875)
Money market investments		(272)		-		-
	$	20,235	$	19,692	$	14,173

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s capital requirements, the Company has in

63    |    GOLDCORP

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

place a rigorous planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that there are sufficient committed loan facilities to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and money market investments.

At December 31, 2011, the Company expects its capital resources and projected future cash flows from continuing operations to support its normal operating requirements on an ongoing basis and planned development and exploration of its mineral properties and other expansionary plans. At December 31, 2011, there was no externally imposed capital requirement to which the Company is subject and with which the Company has not complied.

28. SHARE-BASED COMPENSATION AND OTHER RELATED INFORMATION

(a) Stock options

The Company granted 6.0 million stock options to its employees and officers during the year ended December 31, 2011, which vest over a period of 3 years, are exercisable at C$46.76 to C$48.16 per option, expire in 2016, and have a total fair value of $79 million at the date of grant. The Company granted 6.0 million stock options during the year ended December 31, 2010, which vest over a period of 3 years, are exercisable at C$40.79 to C$45.51 per option, expire in 2015 and have a total fair value of $81 million at date of grant. The fair value of stock options granted during the year ended December 31, 2011 was calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

Expected life		3 years
Expected volatility		42.7%
Expected dividend yield		<1%
Forfeiture rate		9.0%
Risk-free interest rate		2.0%
Weighted average share price	$	49.31
Weighted average fair value per option	$	14.49

The expected volatility assumption is based on the historical and implied volatility of Goldcorp’s Canadian dollar common share price on the Toronto Stock Exchange. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options’ expected life.

GOLDCORP    |    64

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

The following table summarizes the changes in outstanding stock options during the years ended December 31, 2011 and 2010:

	Options Outstanding (000’s)		Weighted Average Exercise Price (C$/option)
At January 1, 2010		14,069	$	32.16
Granted		5,972		44.48
Exercised		(3,524)		28.24
Forfeited		(824)		38.30
At December 31, 2010		15,693	$	37.41
At January 1, 2011		15,693	$	37.41
Granted		5,992		48.15
Exercised		(3,486)		34.56
Forfeited		(625)		41.55
At December 31, 2011		17,574	$	41.49

During the year ended December 31, 2011, the weighted average share price at the date of exercise was C$50.57 (2010 – C$45.45).

The following table summarizes information about the Company’s stock options outstanding at December 31, 2011:

	Options Outstanding						Options Exercisable
Exercise Prices (C$/option)	Options Outstanding (000’s)		Weighted Average Exercise Price (C$/option)		Weighted Average Remaining Contractual Life (years)		Options Outstanding and Exercisable (000’s)		Weighted Average Exercise Price (C$/option)		Weighted Average Remaining Contractual Life (years)
$12.55		19	$	12.55		0.1		19	$	12.55		0.1
$16.87 - $19.23		736		18.51		3.0		736		18.51		3.0
$24.40 - $25.71		641		25.64		5.4		641		25.64		5.4
$28.84 - $31.93		650		31.02		4.5		650		31.02		4.5
$34.39 - $37.82		2,738		35.70		2.4		1,363		35.71		2.4
$39.36 - $40.79		1,996		39.78		1.5		1,944		39.77		1.4
$44.50 - $48.16		10,794		46.46		3.8		1,350		44.51		3.4
		17,574	$	41.49		3.4		6,703	$	35.29		2.9

(b) Restricted share units

The Company issued 482,500 RSUs during the year ended December 31, 2011, 31,500 of which vested immediately and 451,000 which vest over 3 years and which have a total fair value of $24 million at the date of issuance (weighted average fair value per RSU – C$49.52). There were 311,500 RSUs issued during the year ended December 31, 2010 with a total fair value of $14 million at the date of issuance, a portion of which vested immediately with the remaining portion vesting over three years. At December 31, 2011 there were 727,500 RSUs outstanding (December 31, 2010 – 478,000; January 1, 2010 – 406,000).

65    |    GOLDCORP

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

(c) Stock options and restricted share units compensation expense

Total stock options and RSUs vested during the year ended December 31, 2011 and recorded as share-based compensation expense included in corporate administration in the Consolidated Statements of Earnings with a corresponding credit to shareholders’ equity was $93 million (December 31, 2010 - $62 million). During the year ended December 31, 2010, an additional $1 million of share-based compensation expense was capitalized as part of Peñasquito’s development costs.

(d) Performance share units compensation expense

During the year ended December 31, 2011, the Company issued 277,865 PSUs with a total fair value of $15 million at date of issuance. The fair value of PSUs granted during the year ended December 31, 2011 was calculated as of the date of grant using a binomial pricing model with the following weighted average assumptions:

Expected life		3 years
Expected volatility		24.6%
Expected dividend yield		<1%
Forfeiture rate		9.1%
Risk-free interest rate		3.35%
Weighted average share price	$	43.73

Total share-based compensation expense included in corporate administration in the Consolidated Statements of Earnings relating to PSUs for the year ended December 31, 2011 and recorded as liabilities was $7 million (December 31, 2010 – $1 million; January 1, 2010 – $nil).

At December 31, 2011, the carrying amount of PSUs outstanding and included in other non-current liabilities was $7 million (December 31, 2010 – $1 million; January 1, 2010 – $nil). At December 31, 2011, the total intrinsic value of PSUs outstanding and vested was $9 million (December 31, 2010 – $1 million; January 1, 2010 – $nil).

(e) Employee share purchase plan

During the year ended December 31, 2011, the Company recorded compensation expense of $4 million (2010 – $4 million) in corporate administration in the Consolidated Statements of Earnings, representing the Company’s contributions to the employee share purchase plan measured based on the market price of the underlying shares at the dates of contribution.

(f) Issued share capital

The Company has an unlimited number of authorized shares and does not reserve shares for issuances in connection with the exercise of stock options and the vesting of restricted share units.

29. PER SHARE INFORMATION

Net earnings per share from continuing operations were calculated based on the following:

Years ended December 31	2011		2010
Basic net earnings from continuing operations	$	1,881	$	1,412
Effect of dilutive securities:
Share purchase warrants – change in fair value recognized in earnings during the year		(28)		(2)
Debt component of convertible senior notes – interest expensed during the year, net of tax		-		3
Conversion feature of convertible senior notes – change in fair value recognized in earnings during the year		(49)		1
Diluted net earnings from continuing operations	$	1,804	$	1,414

GOLDCORP    |    66

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

Net earnings per share were calculated based on the following:

Years ended December 31	2011		2010
Basic net earnings	$	1,881	$	2,051
Effect of dilutive securities:
Share purchase warrants – change in fair value recognized in earnings during the year		(28)		(2)
Debt component of convertible senior notes – interest expensed during the year, net of tax		-		3
Conversion feature of convertible senior notes – change in fair value recognized in earnings during the year		(49)		1
Diluted net earnings	$	1,804	$	2,053

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

(in thousands)	2011		2010
Basic weighted-average number of shares outstanding		804,467		735,337
Effect of dilutive securities:
Stock options		2,412		2,264
Restricted share units		728		478
Share purchase warrants		314		157
Convertible senior notes		17,975		17,975
Diluted weighted-average number of shares outstanding		825,896		756,211

The weighted average number of stock options outstanding during the year ended December 31, 2011 was 16.5 million (2010 – 12.2 million), of which 11.8 million was dilutive (2010 – 10.0 million) and included in the above tables. The effect of the remaining 4.7 million stock options (2010 – 2.2 million) was anti-dilutive because the underlying exercise prices exceeded the average market price of the underlying common shares of C$48.05 (2010 – C$43.13).

During the year ended December 31, 2011, the Company’s share purchase warrants were exercised or expired (note 26(a)(ii)). The effect of 9.2 million share purchase warrants outstanding prior to the date of exercise or expiry for the year ended December 31, 2011 was dilutive and has been included in the above tables. At December 31, 2011, the Company had no outstanding share purchase warrants.

There were 9.2 million share purchase warrants outstanding during the year ended December 31, 2010. The effect of 0.8 million share purchase warrants for the year ended December 31, 2010 was dilutive and has been included in the above tables. The effect of 8.4 million share purchase warrants outstanding for the year ended December 31, 2010 was anti-dilutive because the underlying exercise price exceeded the average market price of the underlying common shares. In the event that these share purchase warrants were dilutive, the computation of diluted net earnings from continuing operations and net earnings for the year ended December 31, 2010 would have included $28 million, representing the total change in fair value of the share purchase warrants recognized in net earnings.

Dividends declared:

During the year ended December 31, 2011, the Company declared and paid to its shareholders dividends of $0.41 per share for total dividends of $330 million (2010 – $0.21 per share for total dividends of $154 million). For the period January 1, 2012 to February 15, 2012, the Company declared dividends payable of $0.09 per share for total dividends of $73 million.

67    |    GOLDCORP

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

30. NON-CONTROLLING INTERESTS

	El Morro		Terrane		Total
At January 1, 2010	$	-	$	51	$	51
Acquisition of El Morro project (note 7(c))		213		-		213
Share of net earnings (loss)		-		(8)		(8)
Impact of change in ownership interest
Prior to disposition of remaining interest in Terrane (a)		-		53		53
Disposition of remaining interest in Terrane (b)		-		(96)		(96)
		-		(43)		(43)
At December 31, 2010	$	213	$	-	$	213
Share of net earnings (loss)		-		-		-
At December 31, 2011	$	213	$	-	$	213

(a) On April 16, 2010, Terrane completed a bought-deal financing agreement with a syndicate of underwriters for the sale of 63,637,000 Units which were sold to the public at a price of C$1.10 per Unit for gross proceeds of C$70 million ($70 million). Each Unit consists of one common share and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of Terrane at a price of C$1.50 per share for a period of 12 months from closing. Concurrent with the issuance of Units to the underwriters, 27,273,000 Units were issued at the same price on a non-brokered private placement basis to Goldcorp for C$30 million ($30 million). These issuances resulted in a decrease to Goldcorp’s interest in Terrane and gave rise to an increase in non-controlling interests of $50 million. An adjustment was made to increase retained earnings directly by $15 million to reflect the difference between the increase in non-controlling interests and the Company’s share of proceeds received. Issuances of common shares resulting from exercises of stock options outstanding during the period from January 1, 2010 to October 20, 2010 also gave rise to an increase in non-controlling interests of $3 million and a decrease of $1 million to retained earnings.

(b) On October 20, 2010, the Company disposed of its remaining 58.1% interest in Terrane and derecognized the carrying amount of non-controlling interests on the date of disposition (note 11(b)).

31. SUPPLEMENTAL CASH FLOW INFORMATION

Years ended December 31	2011		2010
Change in operating working capital
Accounts receivable	$	(76)	$	(161)
Inventories and stockpiled ore		(157)		(62)
Accounts payable and accrued liabilities		(9)		136
Income taxes payable		(59)		157
Other		(25)		1
	$	(326)	$	71
Acquisitions, net of cash acquired
Cerro Negro project (note 7(a))	$	-	$	520
Camino Rojo project (note 7(d))		-		286
El Morro project (note 7(c))		-		512
	$	-	$	1,318

GOLDCORP    |    68

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

Years ended December 31	2011		2010
Operating activities include the following cash received (paid):
Interest received	$	3	$	3
Interest paid		(2)		(10)
Income taxes received		53		-
Income taxes paid		(583)		(212)
Investing activities of continuing operations include the following cash received (paid):
Purchases of money market investments		(487)		-
Purchases of available-for-sale securities		(20)		(19)
Net proceeds from the sale of Osisko shares		519		-
Proceeds from the maturity of money-market investments and sale of other securities		216		-
Interest received on Primero Convertible Note		1		-
Investing activities of discontinued operations include the following cash received (paid):
Income taxes paid		(88)		(58)
Principal repayment on Primero Convertible Note		30		-

During the year ended December 31, 2010, the Company recognized certain non-cash investing and financing activities resulting from acquisitions and disposals of mining interests (notes 7 & 8).

	2011		2010
Cash and cash equivalents (a) are comprised of:
Cash	$	160	$	251
Short-term money market investments		1,342		305
	$	1,502	$	556

(a) At December 31, 2011, $89 million (2010 – $64 million) is held by the Company’s joint ventures and is not available for use by the Company.

32. RELATED PARTY TRANSACTIONS

(a) Related party transactions

The Company’s related parties include its subsidiaries, associates over which it exercises significant influence, its joint ventures (note 3(c)) and key management personnel. Transactions with related parties for goods and services are made on normal commercial terms and are considered to be at arm’s length.

(b) Compensation of directors and other key management personnel

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

	2011		2010
Short-term employee benefits (i )	$	11	$	10
Post-employment benefits		1		1
Other long-term benefits		8		4
Share-based compensation		16		16
	$	36	$	31

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

69    |    GOLDCORP

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

33. OTHER COMMITMENTS

Power delivery agreement

On January 21, 2011 (“the effective date”), the Company signed an agreement with a third party for the construction of a power plant by the third party to deliver electricity to the Peñasquito mine for a period of twenty years upon completion of construction expected in 2014, with an option to renew by the Company for three additional five year periods. The agreement may be terminated by either party if certain conditions are not met within twenty-four months of the effective date, including obtaining necessary authorizations, project financing and the notice to proceed with construction. In addition, the Company may terminate the agreement if substantial completion of the construction of the plant is not achieved within forty-two months of receiving notice to proceed with construction. At December 31, 2011, none of the preconditions have been completed. Upon the agreement becoming effective, the Company anticipates accounting for the future purchase of electricity as an embedded lease.

34. CONTINGENCIES

(a) The El Morro project was acquired from a subsidiary of New Gold, the entity which acquired the El Morro project from Xstrata Copper Chile S.A. (“Xstrata Copper”), a subsidiary of Xstrata, pursuant to the exercise of the right of first refusal. The right of first refusal came into effect on October 12, 2009 when Barrick entered into an agreement with Xstrata Copper to acquire Xstrata Copper’s 70% interest in the El Morro project, subject to the right of first refusal not being exercised. On January 7, 2010, the New Gold subsidiary delivered notice to Xstrata Copper that it was exercising the right of first refusal. On January 13, 2010, Goldcorp received a statement of claim filed by Barrick in the Ontario Superior Court of Justice, against Goldcorp, New Gold, and certain of New Gold’s subsidiaries, relating to the exercise of the right of first refusal. Among the relief requested by Barrick is that the El Morro project be held in trust for the benefit of Barrick. As an alternative, Barrick seeks damages. Barrick subsequently filed a motion to amend its claim to add various Xstrata entities as defendants. All parties agreed to have all claims related to Goldcorp’s acquisition of its interest in the El Morro project heard by the Ontario courts, including the Supreme Court of Canada. Evidence regarding liability issues was heard in June 2011 and evidence regarding remedy issues was heard in October 2011. All parties have submitted their written arguments and oral arguments were heard during the week of January 30, 2012. The case was reserved following oral argument, and the matter is now before the trial court for its decision. Goldcorp’s management believes that Goldcorp has acted lawfully and appropriately in all aspects of this transaction and defended Goldcorp against Barrick’s claim.

(b) In April 2010, Pueblo Viejo Dominicana Corporation (“PVDC”), the entity that owns the Pueblo Viejo project, received a copy of an action filed in the Dominican Republic by Fundacion Amigo de Maimon Inc., Fundacion Miguel L. De Pena Garcia Inc., Miguel De Pena and a number of individuals. The action alleges a variety of matters couched as violations of fundamental rights, including taking of private property, violations of mining and environmental and other laws, slavery, human trafficking and bribery of government officials. The complaint does not describe the relief sought, but the action is styled as an amparo remedy, which typically includes some form of injunctive relief. PVDC intends to vigorously defend the action. PVDC requested the Supreme Court in Santo Domingo to change the venue and the 9th Criminal Court of Santo Domingo was appointed to decide on the matter of Fundacion Amigo de Maimon Inc. No other procedure has occurred. As for Miguel De Pena, the Supreme Court annulled the judgment of the trial court of Cotui against PVDC which ordered PVDC to restore possession of Parcel 451-K to Miguel De Pena. The case has been sent to a new trial court for issuance of ruling. Miguel De Pena also initiated litigation against PVDC to collect approximately $2 million and the 9th Criminal Court rejected the claim. Miguel de Pena also filed a criminal action against PVDC for property violation and the Trial Court of Cotui rejected the action. De Pena appealed the decision and the Appellate Court found that the Trial Judge committed procedural mistakes and remanded the action to a new Trial Court where the matter is pending.

GOLDCORP    |    70

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

In November 2011, PVDC filed with the Civil and Commercial Trial Cotui Court against the City Hall of the Municipality of Cotui (“City Hall”): (i) a lawsuit demanding compliance by the terms of the Understanding and Cooperation Agreement executed between PVDC and the City Hall; and (ii) a request for the order of a precautionary measure. Through the above actions, PVDC seeks to compel the City Hall to comply with its obligations under the aforementioned agreement and to suspend PVDC’s obligation to disburse additional funds until the lawsuit mentioned in (i) above is decided by the court.

In December 2011, Maria de la Cruz filed a damage and compensation claim against PVDC, its Directors and the Ministry of Environment. De la Cruz alleges personal and property damages due to environmental contamination and is seeking a compensation of approximately $7 million and remediation of environmental contamination, which includes historic contamination resulting from the operations of the Pueblo Viejo Mine by Rosario Dominicana (a company operated and owned by the Dominican Government) for which PVDC is not responsible in accordance with the Special Lease Agreement executed with the Dominican Government. Maria de la Cruz together with her husband previously filed a similar action against PVDC and its Directors which the Trial Court declared invalid due to procedural reasons. PVDC intends to vigorously defend the action.

(c) On December 7, 2011, the Inter-American Commission on Human Rights (“IACHR”), notified the Government of Guatemala of its decision to modify the precautionary measures. As modified, the precautionary measures no longer seek to have the Government suspend operations at the Marlin Mine. In 2010, the IACHR, an independent body of the Organization of American States, issued precautionary measures calling on the Government of Guatemala to take action, including suspension of mining activity at Marlin, to protect 18 Mayan communities against alleged environmental and public health concerns related to the mine’s operation. Following the completion of the administrative process mandated by Guatemala’s Mining Law, the Ministry of Energy and Mines (the “Ministry”), on July 8, 2011, issued a resolution declaring that based on the information presented by the agencies of government, the petitioner, the local communities, and Montana Exploradora de Guatemala S.A. de C.V. (“Montana”), a wholly owned subsidiary of Goldcorp and the operator of Marlin, there is no cause for the suspension of operations at Marlin and that Montana has been carrying out mining operations in accordance with the mining law of Guatemala. On July 11, 2011, the Government of Guatemala petitioned the IACHR to declare the precautionary measures without further effect because the government has complied with the measures and because the investigations conducted by the government demonstrate that Marlin has not damaged the environment or health of the communities in the vicinity of the mine.

71    |    GOLDCORP

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

35. TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

The IFRS 1 elections and significant accounting policies set out in notes 2 and 3, respectively, have been applied in preparing these consolidated financial statements and selected comparative information presented below. The following tables reconcile the Company’s consolidated balance sheets and statements of earnings and comprehensive income prepared in accordance with Canadian GAAP and as previously reported to those prepared and reported in these consolidated financial statements in accordance with IFRS:

Consolidated balance sheets

At January 1, 2010	Canadian GAAP, previously reported		Income taxes (a)		Convertible notes (b)		Share purchase warrants (c)		Other (d)(e)		IFRS
Assets
Current assets	$	1,602	$	-	$	-	$	-	$	53	$	1,655
Non-current assets		19,347		(461)		-		(173)		(64)		18,649
	$	20,949	$	(461)	$	-	$	(173)	$	(11)	$	20,304
Liabilities
Current liabilities	$	735	$	-	$	-	$	-	$	(99)	$	636
Non-current liabilities		4,670		241		173		72		86		5,242
		5,405		241		173		72		(13)		5,878
Equity
Shareholders’ equity		15,493		(702)		(173)		(245)		2		14,375
Non-controlling interests		51		-		-		-		-		51
		15,544		(702)		(173)		(245)		2		14,426
Total liabilities and equity	$	20,949	$	(461)	$	-	$	(173)	$	(11)	$	20,304

At December 31, 2010	Canadian GAAP, as revised (g)		Income taxes (f)		Convertible notes (f)		Share purchase warrants (f)		Other (f)		IFRS
Assets
Current assets	$	1,624	$	-	$	-	$	-	$	(46)	$	1,578
Non-current assets		26,637		(461)		8		(173)		50		26,061
	$	28,261	$	(461)	$	8	$	(173)	$	4	$	27,639
Liabilities
Current liabilities	$	1,040	$	-	$	-	$	42	$	(166)	$	916
Non-current liabilities		6,814		(194)		186		-		151		6,957
		7,854		(194)		186		42		(15)		7,873
Equity
Shareholders’ equity		20,194		(267)		(178)		(215)		19		19,553
Non-controlling interest		213		-		-		-		-		213
		20,407		(267)		(178)		(215)		19		19,766
Total liabilities and equity	$	28,261	$	(461)	$	8	$	(173)	$	4	$	27,639

GOLDCORP    |    72

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

The following paragraphs explain the key differences between the Company’s accounting policies under IFRS and those under Canadian GAAP and their impacts on the Company’s consolidated balance sheets:

(a) IAS 12 – Income Taxes (“IAS 12”) requires deferred income taxes to be recognized for temporary differences arising from the difference between the historical exchange rate and the current exchange rate translations of the costs of non-monetary assets and liabilities denominated in foreign currencies (“foreign non-monetary assets and liabilities”). Under Canadian GAAP, these temporary differences are not accounted for. The impact of this difference was a decrease of $675 million in opening retained earnings at January 1, 2010.

In accordance with IAS 12, deferred income taxes are not recognized for temporary differences that arise from differences between the fair values and tax bases of assets acquired in a transaction other than a business combination. Under Canadian GAAP, deferred income taxes are recognized for such temporary differences. In accordance with IAS 12, the Company derecognized the deferred income tax liability recorded on initial recognition of the Gold Eagle Mine Ltd’s assets acquired in February 2008 which resulted in a decrease of $27 million in opening retained earnings at January 1, 2010.

(b) In accordance with IAS 32, an issuer’s option to settle in cash upon conversion results in the conversion feature of convertible debt being accounted for as an embedded derivative which must be separately accounted for at fair value on initial recognition. The carrying amount of the debt component, on initial recognition, is calculated as the difference between the proceeds of the convertible debt as a whole and the fair value of the conversion feature. Transaction costs are allocated to the debt and derivative components in proportion to the allocation of the proceeds on initial recognition. Transaction costs allocated to the derivative component are expensed, while costs allocated to the debt component are offset against the carrying amount of the liability and included in the determination of the effective interest rate. Subsequent to initial recognition, the derivative component is re-measured at fair value at the end of each reporting period while the debt component is accreted to the face value of the debt using the effective interest method.

The Company has the option to settle in cash upon conversion of the Notes issued on June 5, 2009. Accordingly, the conversion feature of the Notes meets the definition of a derivative which must be accounted for separately from the host debt component. The Company recorded adjustments to (a) reclassify the conversion feature of the Notes from equity to non-current derivative liabilities, (b) re-measure the proceeds allocated to the debt and derivative components on initial recognition, (c) expense the transaction costs allocated to the derivative component, (d) capitalize the transaction costs allocated to the debt component against the carrying amount of the liability and (e) re-measure the derivative component at fair value as at January 1, 2010. The impacts of the adjustments at January 1, 2010 were to increase non-current derivative liabilities by $231 million, decrease long-term debt by $62 million, increase deferred income tax liabilities by $4 million, and decrease equity by $173 million, including a decrease to retained earnings of $17 million (notes 24 & 27(a)(iii)).

(c) In accordance with IAS 39, share purchase warrants issued with exercise prices denominated in foreign currencies are classified and presented as derivative liabilities and measured at fair value. Under Canadian GAAP, all warrants are presented as equity. At January 1, 2010, the Company had 9.2 million share purchase warrants outstanding with C$ exercise prices included in equity with a carrying amount of $50 million for Canadian GAAP purposes. For IFRS purposes, the carrying amount of these warrants were reclassified from equity to non-current derivative liabilities, re-measured at fair value with the difference between the fair value and amount removed from equity being recognized as an adjustment to opening retained earnings. An opening retained earnings adjustment was also recorded for share purchase warrants previously exercised, calculated as the difference between the fair values of the share purchase warrants on the dates of exercise and the amounts previously recorded in share capital. The accounting for share purchase warrants with C$ exercise prices owned by Silver Wheaton prior to the disposition of the Company’s interest in Silver Wheaton in February 2008 as derivative liabilities measured at fair value resulted in a $275 million increase to the excess consideration received on the disposition which has been accounted for partially as additional gain on disposition

73    |    GOLDCORP

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

of Silver Wheaton shares in February 2008 ($102 million) and as a reduction in the carrying amount of certain mining interests ($173 million). The impacts of the adjustments relating to share purchase warrants were to decrease mining interests by $173 million, increase non-current derivative liabilities by $72 million, decrease share purchase warrants included in equity by $50 million, increase share capital by $762 million and decrease opening retained earnings by $957 million (note 27(a)(ii)).

(d) In accordance with and as permitted by IFRS 1, the Company made the following adjustments:

(i) increased cumulative reclamation and closure costs capitalized and included in the carrying amounts of operating mines and development projects at January 1, 2010 by $9 million. Depletion of reclamation and closure costs capitalized and included in the carrying amounts of mining properties and accretion of reclamation and closure cost obligations for periods commencing on or after January 1, 2010 have been calculated based on the adjusted amounts of reclamation and closure cost obligations at January 1, 2010;

(ii) recognized the cumulative net actuarial gains on the Company’s defined benefit plans which had not yet been recognized under Canadian GAAP in the amount of $3 million in opening retained earnings at January 1, 2010;

(iii) recognized the $102 million cumulative translation difference from translating the Company’s Canadian operations prior to April 1, 2005 in opening retained earnings at January 1, 2010; and

(iv) measure an item of property, plant and equipment at fair value using the written-down carrying amount of the Pamour open pit, included in the carrying amount of the Porcupine mining interests, and use that fair value as measured under Canadian GAAP at December 31, 2008, less subsequent depreciation and depletion, as the deemed cost of the Pamour pit on January 1, 2010. As a result of this election, the Company reclassified $19 million from accumulated depreciation, depletion and impairment loss to costs of mining properties at January 1, 2010. The election had no impact on total equity.

(e) In accordance with IAS 12, the Company reclassified $108 million in deferred income tax liabilities from current to non-current liabilities at January 1, 2010 (December 31, 2010 – $175 million) and $4 million in deferred income tax assets from current to non-current assets (December 31, 2010 – $46 million).

In accordance with IFRS 5 – Non-current Assets Held for Sale (“IFRS 5”), the Company reclassified the carrying amount of the El Limón mining property from non-current assets to current asset held for sale (note 12).

(f) The significant impacts of IFRS on the Company’s consolidated balance sheet at December 31, 2010 include those described above and those described below in the reconciliation of the Company’s condensed statements of earnings and comprehensive income. In addition, the Company made the following adjustment:

(i) retrospectively adjusted the carrying amount of the non-controlling interest in El Morro based on the final measurements determined during the fourth quarter of 2010 for assets and liabilities acquired in the El Morro business combination on February 16, 2010. The significant impacts of the retrospective adjustment were to increase mining interests and deferred income tax liabilities by $39 million and $43 million, respectively, and reduce non-controlling interests by $7 million at December 31, 2010.

(g) As the Company finalized the Andean purchase price allocation during the fourth quarter of 2011, the Company retrospectively adjusted the Canadian GAAP consolidated balance sheet (note 7(a)).

GOLDCORP    |    74

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

Condensed consolidated statements of earnings and comprehensive income

Year ended December 31, 2010	Canadian GAAP, as previously reported		Income taxes (a)		Convertible notes and share purchase warrants (b)(c)		San Dimas discontinued operation (d)		Other  (e)		IFRS
Revenues	$	3,800	$	-	$	-	$	(62)	$	-	$	3,738
Mine operating costs		(2,101)		-		-		31		(8)		(2,078)
Earnings from mine operations		1,699		-		-		(31)		(8)		1,660
Share of earnings and losses of associates, net of tax		-		-		-		-		(8)		(8)
Exploration and evaluation costs and corporate administration		(229)		-		-		-		(7)		(236)
Earnings from operations		1,470		-		-		(31)		(23)		1,416
Losses on derivatives, net		(62)		-		29		-		-		(33)
Gains on dispositions of mining interests, net		780		-		-		(373)		-		407
Losses on foreign exchange, net		(355)		354		-		1		-		-
Other		(107)		-		(4)		1		39		(71)
Earnings from continuing operations before taxes		1,726		354		25		(402)		16		1,719
Income taxes		(346)		85		(1)		(48)		3		(307)
Net earnings from continuing operations		1,380		439		24		(450)		19		1,412
Net earnings from discontinued operations		186		(4)		-		450		(1)		631
Net earnings	$	1,566	$	435	$	24	$	-	$	18	$	2,043
Other comprehensive income, net of tax	$	323	$	-	$	-	$	-	$	-	$	323
Total comprehensive income	$	1,889	$	435	$	24	$	-	$	18	$	2,366

The significant impacts of IFRS on the Company’s consolidated statements of earnings and comprehensive income are as follows:

(a) For the year ended December 31, 2010, the Company reclassified foreign exchange losses on deferred income taxes to deferred income tax recovery adjustments, and recorded a $439 million deferred income tax recovery adjustment to reflect the impact of foreign exchange movements on its foreign non-monetary assets and liabilities in accordance with IAS 12. Additionally, the Company recorded $4 million in current income tax expense relating to intercompany gains which was eliminated under Canadian GAAP for the year ended December 31, 2010.

(b) For the year ended December 31, 2010, the Company recognized a decrease in net earnings of $5 million to reflect the $1 million increase in fair value of the conversion feature of the Company’s Notes during the period and $4 million additional interest expense on the Notes as a result of accounting for the Company’s Notes using the principles of IAS 32 and IAS 39 as described above.

(c) For the year ended December 31, 2010, the Company recognized an increase in net earnings of $30 million to reflect the change in fair value of the share purchase warrants outstanding during the year as a result of accounting for the share purchase warrants using the principles of IAS 39 as described above.

75    |    GOLDCORP

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

(d) In accordance with the criteria under IFRS 5 for classification of a component of the Company that has been disposed of, the Company has presented the results of San Dimas in net earnings from discontinued operations (note 11).

(e) For the year ended December 31, 2010, the Company:

(i) capitalized an additional $44 million of borrowing costs incurred (net of tax – $39 million) as part of the costs of mining properties in accordance with IAS 23, which were expensed under Canadian GAAP;

(ii) increased its provision for reclamation and closure costs by $22 million (net of tax – $16 million) to reflect the re-measurement of the Company’s obligations at the end of each reporting period in accordance with IAS 37; and

(iii) recorded a provision for constructive obligations in the amount of $7 million (net of tax – $5 million), in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (“IAS 37”), which were not recognized under Canadian GAAP.

Consolidated Statements of Cash Flows

For IFRS purposes, the Company has presented the cash flows of San Dimas in cash flows from discontinued operations in accordance with IAS 7 – Statement of Cash Flows. In addition, interest incurred that is capitalized and included in the carrying amount of qualifying mining properties has been presented as cash flows from investing activities. As a result, the Company’s cash flows from continuing operations prepared and reported in these consolidated financial statements in accordance with IFRS differ from those prepared in accordance with Canadian GAAP and as previously reported for the year ended December 31, 2010 as follows:

(a) Net cash provided by operating activities of continuing operations – decreased from $1,787 million to $1,764 million.

(b) Net cash used in investing activities of continuing operations – increased from $2,249 million to $2,398 million.

GOLDCORP    |    76

HEAD OFFICE

Park Place

Suite 3400 – 666 Burrard Street

Vancouver, BC V6C 2X8

Canada

Telephone:	(604) 696-3000
Fax:	(604) 696-3001
Website:	goldcorp.com

TORONTO OFFICE

Suite 3201 – 130 Adelaide Street West

Toronto, ON M5H 3P5

Canada

Telephone:	(416) 865-0326
Fax:	(416) 359-9787

RENO OFFICE

Suite 310 – 5190 Neil Road

Reno, NV 89502

United States

Telephone:	(775) 827-4600
Fax:	(775) 827-5044

MEXICO OFFICE

Paseo de las Palmas 425 - 15

Lomas de Chapultepec

11000 Mexico, D.F.

Telephone: 52 (55) 5200-9600

STOCK EXCHANGE LISTING

Toronto Stock Exchange: G

New York Stock Exchange: GG

TRANSFER AGENT

CIBC Mellon Trust Company

Suite 1600 – 1066 West Hastings Street

Vancouver, BC V6E 3X1

Canada

Toll free in Canada and the US:
	(800) 387-0825
Outside of Canada and the US:
	(416) 643-5500
Email:	inquiries@cibcmellon.com

INVESTOR RELATIONS

Jeff Wilhoit

Vice President, Investor Relations

Toll free:	(800) 567-6223
Email:	info@goldcorp.com

AUDITORS

Deloitte & Touche LLP

Vancouver, BC

77    |    GOLDCORP

EX-99.4

Exhibit 99.4

Mine Safety Information Pursuant to Section 1503(a) of the

Dodd-Frank Wall Street Reform and Consumer Protection Act

The following table shows, for each of the Company’s U.S. mines for which the Company is an operator and that is subject to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) and administered by the U.S. Labor Department’s Mine Safety and Health Administration (“MSHA”), the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Financial Reform Act”). Section references below are to sections of the Mine Act.

	Year Ended December 31, 2011
Mine or Operation1:	Total # of “Significant and Substantial” Violations Under §1042		Total # of Orders Issued Under §104(b)3		Total # of Citations and Orders Issued Under §104(d)4		Total # of Flagrant Violations Under §110(b)(2)5		Total # of Imminent Danger Orders Under §107(a)6		Total Amount of Proposed Assessments from MSHA under the Mine Act7		Total # of Mining- Related Fatalities8		Pending Legal Actions as of Last Day of 20119		Legal Actions Instituted During 201110		Legal Actions Resolved During 201111
Marigold Mine (MSHA ID# 2602081)		0		0		0		0		0	$	3,390		0		0		0		1
Wharf Mine (MSHA ID# 3901282)		6		1		1		0		0	$	8,210		0		0		0		0

1 MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities.

2 Represents the total number of citations issued by MSHA under Section 104 of the Mine Act for violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

3 Represents the total number of orders issued under Section 104(b) of the Mine Act, which represents a failure to abate a citation under Section 104(a) of the Mine Act within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines the violation has been abated.

4 Represents the total number of citations and orders issued by MSHA under Section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.

5 Represents the total number of flagrant violations identified by MSHA under Section 110(b)(2) of the Mine Act.

6 Represents the total number of imminent danger orders issued under Section 107(a) of the Mine Act.

7 Amounts represent the total United States dollar value of proposed assessments received from MSHA during the year ended December 31, 2011.

8 Represents the total number of mining-related fatalities at mines subject to the Mine Act pursuant to Section 1503(a)(1)(G) of the Financial Reform Act.

9 Represents the total number of legal actions pending as of the last day of 2011 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.

10 Represents the total number of legal actions instituted during 2011 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.

11 Represents the total number of legal actions resolved during 2011 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act.

In addition, as required by the reporting requirements regarding mine safety included in Section 1503(a)(2) of the Financial Reform Act, for the year ended December 31, 2011, none of the Company’s U.S. mines of which the Company is an operator has received written notice from MSHA of:

(a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Act; or

(b) the potential to have such a pattern.

EX-99.5

Exhibit 99.5

CERTIFICATION

I, Charles A. Jeannes, certify that:

1. I have reviewed this annual report on Form 40-F of Goldcorp Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 30, 2012	/s/ Charles A. Jeannes
	Charles A. Jeannes President and Chief Executive Officer

CERTIFICATION

I, Lindsay A. Hall, certify that:

1. I have reviewed this annual report on Form 40-F of Goldcorp Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 30, 2012	/s/ Lindsay A. Hall
	Lindsay A. Hall Executive Vice President and Chief Financial Officer

EX-99.6

Exhibit 99.6

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Goldcorp Inc. (the “Company”) on Form 40-F for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles A. Jeannes, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 30, 2012	/s/ Charles A. Jeannes
	Charles A. Jeannes President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Goldcorp Inc. and will be retained by Goldcorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Goldcorp Inc. (the “Company”) on Form 40-F for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lindsay A. Hall, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 30, 2012	/s/ Lindsay A. Hall
	Lindsay A. Hall Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Goldcorp Inc. and will be retained by Goldcorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-99.7

Exhibit 99.7

Consent of Independent Registered Chartered Accountants

We consent to the incorporation by reference in Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8, as amended, and to the use of our reports dated February 15, 2012 relating to the consolidated financial statements of Goldcorp Inc. and the effectiveness of Goldcorp Inc.’s internal control over financial reporting appearing in this Annual Report on Form 40-F of Goldcorp Inc. for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP

Independent Registered Chartered Accountants

Vancouver, Canada

March 30, 2012

EX-99.8

Exhibit 99.8

CONSENT OF STEPHANE BLAIS

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 14, 2011, as amended March 30, 2011, entitled “Red Lake Gold Operation, Ontario, Canada, NI 43-101 Technical Report” (the “Red Lake Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Red Lake Report and the Red Lake Gold Mines, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Stephane Blais

Name: Stephane Blais, P. Eng.

EX-99.9

Exhibit 99.9

CONSENT OF CHRIS OSIOWY

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 14, 2011, as amended March 30, 2011, entitled “Red Lake Gold Operation, Ontario, Canada, NI 43-101 Technical Report” (the “Red Lake Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Red Lake Report and the Red Lake Gold Mines, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Chris Osiowy

Name: Chris Osiowy, P. Geo.

EX-99.10

Exhibit 99.10

CONSENT OF IAN GLAZIER

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 14, 2011, as amended March 30, 2011, entitled “Red Lake Gold Operation, Ontario, Canada, NI 43-101 Technical Report” (the “Red Lake Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Red Lake Report and the Red Lake Gold Mines, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Ian Glazier

Name: Ian Glazier, P. Eng.

EX-99.11

Exhibit 99.11

CONSENT OF CARL MICHAUD

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and/or documents:

1. The technical report that has an effective date of January 26, 2012, entitled “Éléonore Gold Project Quebec, Canada NI 43-101 Technical Report” (the “Éléonore Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Éléonore Report and the Éléonore Project, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Carl Michaud

Name: Carl Michaud, Eng.

EX-99.12

Exhibit 99.12

CONSENT OF ANDY FORTIN

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and/or documents:

1. The technical report that has an effective date of January 26, 2012, entitled “Éléonore Gold Project Quebec, Canada NI 43-101 Technical Report” (the “Éléonore Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Éléonore Report and the Éléonore Project, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Andy Fortin

Name: Andy Fortin, Eng.

EX-99.13

Exhibit 99.13

CONSENT OF JACQUES SIMONEAU

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and/or documents:

1. The technical report that has an effective date of January 26, 2012, entitled “Éléonore Gold Project Quebec, Canada NI 43-101 Technical Report” (the “Éléonore Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Éléonore Report and the Éléonore Project, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Jacques Simoneau

Name: Jacques Simoneau, P. Geo.

EX-99.14

Exhibit 99.14

CONSENT OF ERIC CHEN

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and/or documents:

1. The technical report that has an effective date of January 26, 2012, entitled “Éléonore Gold Project Quebec, Canada NI 43-101 Technical Report” (the “Éléonore Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Éléonore Report and the Éléonore Project, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Eric Chen

Name: Eric Chen, P. Geo.

EX-99.15

Exhibit 99.15

CONSENT OF GUILLERMO PAREJA

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 21, 2011, entitled “Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report” (the “Peñasquito Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Peñasquito Report and the Peñasquito Mine, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Guillermo Pareja

Name: Guillermo Pareja, P. Geo.

EX-99.16

Exhibit 99.16

CONSENT OF PETER NAHAN

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 21, 2011, entitled “Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report” (the “Peñasquito Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Peñasquito Report and the Peñasquito Mine, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Peter Nahan
Name:	Peter Nahan, AusIMM

EX-99.17

Exhibit 99.17

CONSENT OF MARYSE BELANGER

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s), information and documents:

1. The technical report dated April 5, 2011, entitled “Cerro Negro Gold Project Santa Cruz Province, Argentina NI 43-101 Technical Report” (the “Cerro Negro Report”);

2. The technical report dated March 21, 2011, entitled “Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report” (the “Peñasquito Report”);

3. The technical report that has an effective date of January 26, 2012, entitled “Eléonore Gold Project Quebec, Canada NI 43-101 Technical Report” (the “Eléonore Report”); and

4. The 40-F, the MD&A and the AIF, which include references in connection with information relating to (i) the Cerro Negro Report and the Cerro Negro Project, and the properties described therein, (ii) the Peñasquito Report and the Peñasquito Mine, and the properties described therein and (iii) my approval of the all the mineral reserves, ore reserves, and mineral resources estimates as at December 31, 2011 contained in the AIF.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Maryse Belanger
Name:	Maryse Belanger, P. Geo.

EX-99.18

Exhibit 99.18

CONSENT OF SOPHIE BERGERON

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated April 5, 2011, entitled “Cerro Negro Gold Project Santa Cruz Province, Argentina NI 43-101 Technical Report” (the “Cerro Negro Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Cerro Negro Report and the Cerro Negro Project, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Sophie Bergeron
Name:	Sophie Bergeron, eng.

EX-99.19

Exhibit 99.19

CONSENT OF CHRISTIAN ARDILES

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from or related to, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

The 40-F, the MD&A and the AIF, which include references in connection with updated scientific or technical information provided since the date of the technical report dated March 21, 2011, entitled “Goldcorp Inc., Marlin Gold Operation, Department of San Marcos, Guatemala, NI 43-101 Technical Report” (the “Marlin Report”) relating to such Marlin Report and the Marlin Mine, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Christian Ardiles
Name:	Christian Ardiles, Eng.

EX-99.20

Exhibit 99.20

CONSENT OF ANDREW S. TRIPP

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 21, 2011, entitled “Goldcorp Inc., Marlin Gold Operation, Department of San Marcos, Guatemala, NI 43-101 Technical Report” (the “Marlin Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Marlin Report and the Marlin Mines, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Andrew S. Tripp
Name:	Andrew S. Tripp, P.Eng.

EX-99.21

Exhibit 99.21

CONSENT OF ROBBERT BORST

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 16, 2012, entitled “Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic NI 43-101 Report” (the “Pueblo Viejo Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Pueblo Viejo Report and the Pueblo Viejo Mine, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Robbert Borst

Name: Robbert Borst, C. Eng.

EX-99.22

Exhibit 99.22

CONSENT OF CHESTER MOORE

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 16, 2012, entitled “Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic NI 43-101 Report” (the “Pueblo Viejo Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Pueblo Viejo Report and the Pueblo Viejo Mine, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ Chester Moore

Name: Chester Moore, P. Eng.

EX-99.23

Exhibit 99.23

CONSENT OF ANDRÉ VILLENEUVE

Reference is made to the Annual Report on Form 40-F and the documents incorporated by reference therein (the “40-F”) of Goldcorp Inc. (the “Company”) for the fiscal year ended December 31, 2011, and any amendments thereto, to be filed with the United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and the Annual Information Form (the “AIF”) and Management’s Discussion and Analysis (“MD&A”) of the Company for the year then ended, which are filed as exhibits to and incorporated by reference in the 40-F.

I hereby consent to the references to, and the information derived from, the following report(s) and to the references, as applicable, to my name in connection with (including, as an expert or “qualified person”) the following report(s) and documents:

1. The technical report dated March 16, 2012, entitled “Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic NI 43-101 Report” (the “Pueblo Viejo Report”); and

2. The 40-F, the MD&A and the AIF, which include references in connection with information relating to the Pueblo Viejo Report and the Pueblo Viejo Mine, and the properties described therein.

I also hereby consent to the incorporation by reference of such information contained in the 40-F, the MD&A and the AIF into Registration Statement Nos. 333-126038, 333-126039, 333-126040, 333-138760, 333-151243, 333-151251 and 333-174376 on Form S-8 of the Company.

Date: March 30, 2012

/s/ André Villeneuve

Name: André Villeneuve, P. Eng.