6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2017

Commission File Number: 001-12970

Goldcorp Inc.

(Translation of registrant’s name into English)

Suite 3400 - 666 Burrard St.

Vancouver, British Columbia V6C 2X8 Canada

(Address of principal executive offices)

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

Form 20-F  ☐            Form 40-F  ☒

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

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

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

Yes  ☐            No  ☒

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

Signature

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

	GOLDCORP INC.
Date: March 24, 2017	/a/ Anna M. Tudela
	Name:	Anna M. Tudela
	Title:	Vice-President, Diversity, Regulatory Affairs and Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Furnished Exhibit
99.1	Management Information Circular
99.2	Notice of Annual and Special Meeting of Shareholders
99.3	Notice and Access Notice to Shareholders
99.4	Form of Proxy
99.5	2016 Annual Report

EX-99.1

Exhibit 99.1

TABLE OF CONTENTS

Notice of Meeting	Page 3
General Information	Page 4
General Voting Information	Page 6
Beneficial Shareholder Voting	Page 8
Registered Shareholder Voting	Page 9
Business of Meeting	Page 11
Director Biographies	Page 13
Director Compensation	Page 18
Additional Information	Page 21
Human Resources & Compensation Committee Report	Page 22
Letter to Shareholders	Page 25
Compensation Discussion and Analysis	Page 28
Termination and Change of Control Benefits	Page 56
Shareholder Engagement	Page 60
Governance Practices	Page 62
Audit Committee	Page 76
Human Resources & Compensation Committee	Page 77
Governance Committee	Page 79
Sustainability Committee	Page 80
Schedule “A” – Key Policy Descriptions	Page 82
Schedule “B” – Description of Goldcorp’s Equity Incentive Plans	Page 84
Schedule “C” – Terms of Reference for the Board of Directors	Page 91
Schedule “D” – Forward Looking Statement Advisory	Page 96

2

NOTICE OF MEETING

Annual and Special Meeting of the Shareholders of Goldcorp

Date:	Thursday, April 26, 2017
Time:	3:00 p.m. (Vancouver Time)
Place:	Cassels Brock & Blackwell LLP, Suite 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8

The business of the meeting is to:

1. Receive the audited annual consolidated financial statements for 2016

2. Elect directors for the coming year

3. Appoint Deloitte LLP, Independent Registered Public Accounting Firm as auditors and authorize the directors to fix their remuneration

4. Consider a non-binding advisory resolution on our approach to executive compensation

5. Transact any other business

You have a right to vote if you were a Goldcorp shareholder on March 13, 2017, our “record date”. Find out how to vote starting on page 6 of the accompanying disclosure document (called a circular). You can also read more about us in the circular.

The Board has, by resolution, fixed 3:00 p.m. (Vancouver Time) on April 24, 2017, or no later than 48 hours before the time of any adjourned meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the meeting or any adjournment thereof shall be deposited with our transfer agent. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at their discretion, without notice.

By order of the Board of Directors,

“Ian W. Telfer”

Chairman of the Board

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GENERAL INFORMATION

Goldcorp

We use “we”, “us”, “our” and “Goldcorp” to refer to Goldcorp Inc. in this document.

Date of Information

Information is as of March 13, 2017, unless we note otherwise.

Currency and Exchange Rate

Canadian dollars are reported as C$ and United States (US) dollars are reported as US$. For amounts converted to Canadian dollars (C$) we used the average rate of C$1.00 = US$0.7543, unless noted otherwise. This is the Bank of Canada average annual exchange rate for the year ended December 31, 2016.

Common Shares Outstanding

Our common shares are traded on the Toronto Stock Exchange (“TSX”) under the symbol G and on the New York Stock Exchange (“NYSE”) under the symbol GG. There were 855,354,408 common shares of Goldcorp outstanding at the close of business on March 13, 2017.

Owners of 10% or More of Our Common Shares

To the knowledge of the directors and executive officers, no person or company owns or controls 10% or more of our common shares.

Interests in Meeting Business and Material Transactions

Since January 1, 2016, none of Goldcorp, our directors, director nominees and executive officers, or anyone associated or affiliated with any of them, has a material interest in any item of business at the meeting. A material interest is one that could reasonably interfere with the ability to make independent decisions.

No informed person of Goldcorp, nor any proposed director or anyone associated or affiliated with any of them, has or had a direct or indirect material interest in any transaction since the beginning of Goldcorp’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Goldcorp, or any of its subsidiaries or affiliates.

Mailing of Circular

This circular will be mailed on March 24, 2017 to each of our shareholders of record on March 13, 2017 who have previously requested paper copies of our disclosure documents. All other shareholders will only receive a notice with information on how to view the meeting materials electronically. See “Notice and Access” below.

We give meeting materials to brokers, intermediaries, custodians, nominees and fiduciaries and request the materials be sent to beneficial shareholders promptly. We will pay for the distribution of the meeting materials by clearing agencies and intermediaries to objecting beneficial shareholders.

Electronic Delivery

Shareholders can choose to receive meeting materials electronically rather than by paper. If you have already chosen to receive electronic copies, no paper materials will be sent to you. If you would like to receive future meeting materials electronically, please complete the enclosed form and return it as indicated on the form.

If we don’t have an electronic document available or we choose not to send an electronic copy, a paper copy will be provided.

Notice and Access

We are delivering your meeting materials by providing you with a notice and posting the materials on our website at www.goldcorp.com. The materials will be available on the website starting on March 24, 2017 and will remain

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available on the website for one full year. The meeting materials can also be accessed with our public filings on www.sedar.com and www.sec.gov. We will mail paper copies of the meeting materials to any shareholder who previously requested paper copies. If you received the notice only and would like a paper copy of the full materials please send us a request as set out below.

Additional Documents

We file an annual report and an annual information form with the Canadian securities regulators. In addition, our financial information is provided in our audited annual consolidated financial statements and management’s discussion and analysis (“MD&A”) for the year ended December 31, 2016. We will provide you with, free of charge, a copy of our annual report, which includes our annual audited financial consolidated statements and MD&A, our annual information form and/or this circular on request. Please submit your request by:

	1-800-567-6223 (Investor Line)
	info@goldcorp.com
	Goldcorp Inc. 3400 Park Place 666 Burrard Street Vancouver, BC, Canada V6C 2X8 Attention: Vice President, Diversity, Regulatory Affairs and Corporate Secretary

You can also get copies of any document required to be filed by us in Canada, as well as additional information about Goldcorp, by:

• Accessing our public filings on SEDAR at www.sedar.com

• Going to “Reports and Filings” on our Investor Resources page at www.goldcorp.com

5

GENERAL VOTING INFORMATION

Request for Proxies

Our management is soliciting your proxies for this meeting and is paying for the costs incurred. We have engaged Kingsdale Advisors (“Kingsdale”) to provide strategic advisory and proxy solicitation services and will pay fees of approximately C$82,500 to Kingsdale for the services, in addition to certain out-of-pocket expenses. We may also reimburse brokers and other persons holding common shares in their name or in the name of nominees for their costs incurred in sending proxy materials to their principals in order to obtain their proxies.

We are using primarily mail to communicate with you. However, our employees or Kingsdale may request your proxy by telephone, email, facsimile or personal interview.

Additionally, Goldcorp may use Broadridge Financial Services (“Broadridge”) QuickVote^™ service to assist beneficial shareholders with voting their shares. Beneficial shareholders may be contacted by Kingsdale to conveniently obtain voting instructions directly over the telephone. Broadridge then tabulates the results of all the instructions received and then provides the appropriate instructions respecting the shares to be represented at the meeting.

Record Date

The record date for the meeting is March 13, 2017. If you held common shares on that date, you are entitled to receive notice of, attend and vote at the meeting.

Voting Securities and Votes

The common shares are our only voting securities. Each common share entitles the holder to one vote at the meeting.

Quorum

We can only decide business at the meeting if we have a quorum – where two people attend the meeting and hold or represent by proxy at least 33  ¹⁄₃% of our outstanding common shares that are entitled to vote.

Voting Instructions

If you specify how you want to vote on your proxy form or voting instruction form, your proxy holder has to vote that way. If you do not indicate how you want to vote, your proxy holder will decide for you.

If you appoint Ian W. Telfer, Chairman of the Board (Chairman), and Anna M. Tudela, Vice President, Diversity, Regulatory Affairs & Corporate Secretary, the representatives of Goldcorp set out in the enclosed proxy form or voting instruction form, and do not specify how you want to vote, your common shares will be voted as follows:

Matter	Voted
Election of management nominees as directors	FOR
Appointment of Deloitte LLP, Independent Registered Public Accounting Firm as auditors	FOR
Approach to executive compensation	FOR

Approvals

A simple majority of votes cast at the meeting (50% plus one vote) is required to approve all of the items of business, including the non-binding advisory resolution on our approach to executive compensation.

Amendments or Other Business

If amendments or other business are properly brought up at the meeting, you (or your proxy holder, if you are voting by proxy) can vote as you see fit. We are not aware of any other business to be considered at the meeting or any changes to the current business.

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Vote Counting and Confidentiality

Votes by proxy are counted by our transfer agent, CST Trust Company (“CST”). Your vote is confidential, unless you clearly intend to communicate your vote to management or if there is a proxy contest or validation issue or as needed to comply with legal requirements.

New York Stock Exchange Rules

If your broker is subject to the NYSE rules, the broker has discretionary authority to vote common shares without instructions from beneficial owners only on matters considered “routine” by the NYSE, such as the re-appointment of our independent registered chartered accountants. If you do not provide your voting instructions to the broker, the broker cannot vote your common shares for the election of directors and other “non-routine matters” and such common shares will not be included in the votes “cast” for any such “non-routine” matter. Even without voting instructions to your broker, your common shares will be counted for quorum purposes.

Voting Questions

Our transfer agent is CST. Our co-agent in the US is American Stock Transfer & Trust Company LLC. Please contact them if you have any questions on how your votes are counted.

	1-800-387-0825 (toll free in North America) 416-682-3860 (collect from outside North America)
	1-888-249-6189 (fax from anywhere)
	inquiries@canstockta.com
	CST Trust Company PO Box 700, Station B Montreal, QC, Canada H3B 3K3

Other Questions

Please contact Kingsdale if you have any questions about the business items of the meeting or the information in this circular.

	1-800-775-4067 (toll free in North America) 416-867-2272 (collect from outside North America)
	1-886-545-5580 (fax from anywhere)
	contactus@kingsdaleadvisors.com
	Kingsdale Advisors The Exchange Tower 130 King Street West, Suite 2950 Toronto, ON, Canada M5X 1E2

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BENEFICIAL SHAREHOLDER VOTING

Most shareholders are beneficial shareholders. You hold a beneficial interest if your share certificate was deposited with a bank, trust company, stock broker, trustee or some other institution. Here is how you can vote:

Voting Options

	In person at the meeting – discussed below
	By submitting a paper voting instruction form – discussed below
	By telephone – enter your voting instructions by telephone at: 1-800-474-7493 (English) or 1-800-474-7501 (French)
	By fax – fax to 1-905-507-7793
	Via the internet – go to www.proxyvote.com and follow the instructions

Voting in Person

If you plan to attend the meeting and wish to vote your common shares in person, insert your own name in the space on the enclosed voting instruction form. Then follow the signing and return instructions provided by your nominee. You may also nominate yourself as a proxy holder online, if available, by typing your name in the “Appointee” section on the electronic ballot.

Your vote will be taken and counted at the meeting, so do not indicate your votes on the form. Please register with CST when you arrive at the meeting.

Voting by Instruction

Whether or not you attend the meeting, you can appoint someone else to attend and vote as your proxy holder. Use the enclosed voting instruction form to do this. The people named in the enclosed voting instruction form are members of management and/or the Board. You have the right to choose another person to be your proxy holder by printing that person’s name in the space provided. Then complete the rest of the form, sign it and return it. Your votes can only be counted if the person you appointed attends the meeting and votes on your behalf. If you have voted on the voting instruction form, neither you nor your proxy holder may vote in person at the meeting, unless you revoke your voting instructions.

Beneficial shareholders should carefully follow the instructions of their nominee, including those regarding when and where the completed voting instruction form is to be delivered. Note that if you are a beneficial shareholder, your nominee will need your voting instructions sufficiently in advance of the proxy deposit deadline to enable your nominee to act on your instructions prior to the deadline. If you have any questions or require more information with respect to voting at the meeting, please contact our proxy solicitation agent, Kingsdale, by email at contactus@kingsdaleadvisors.com or by telephone at 1-800-775-4067 (toll free within North America) or 416-867-2272 (outside of North America).

Revoking your Voting Instructions or Changing your Instructions

You may revoke your voting instructions before they are acted on. To revoke your voting instructions, contact your broker or service provider.

You may change your voting instructions by sending new instructions prior to your nominee’s cut off time to revoke your vote. Your latest instructions will be the only valid instructions.

8

REGISTERED SHAREHOLDER VOTING

If you have in your possession a physical share certificate with your name on it, you are a registered shareholder. Here is how you can vote:

Voting Options

Here’s where to go to find instructions to vote by these methods:

	In person at the meeting – see below
	Virtually through the LUMI meeting platform on the day of the meeting – see below
	By submitting a paper proxy form – see below
	By fax – fax to CST Trust Company at 1-866-781-3111 (Canada or US) or 1-416-368-2502 (outside North America)
	Via the internet – go to www.cstvotemyproxy.com and follow the instructions. You will need the 13-digit control number located on the proxy form

Voting in Person

If you plan to attend the meeting and want to vote your common shares in person, do not complete or return the enclosed proxy form. Your vote will be taken and counted at the meeting. Please register with CST when you arrive at the meeting.

Voting Virtually

This year, registered shareholders and participants in Goldcorp’s employee share purchase plan (“ESPP”), have the ability to participate and vote in the meeting using the LUMI meeting platform (the “Virtual Platform”). Eligible registered shareholders and participants in Goldcorp’s ESPP may log in at https://web.lumiagm.com/128226603, click on “I have a log in” and enter the 13-digit control number found on the proxy accompanying this circular. The generic password to be entered is ”goldcorp”. During the meeting, you must ensure you are connected to the internet at all times in order to vote when the Chairman commences polling on the resolutions being put to the meeting. Therefore, it is your responsibility to ensure connectivity for the duration of the meeting. Virtual voting is not available to our beneficial shareholders at this time, however, beneficial shareholders wishing to attend the audio cast of the meeting may do so by going to https://web.lumiagm.com/128226603 and registering as a guest.

If you are a beneficial shareholder (you hold your shares with a bank, trust company, stock broker, trustee or some other institution) you will be required to follow the procedures set forth under “Beneficial Shareholders Voting” on page 8.

Voting by Proxy

Whether or not you attend the meeting, you can appoint someone else to attend and vote as your proxy holder. Use the enclosed proxy form to do this. The people named in the enclosed proxy form are members of management and/or the Board. You have the right to choose another person to be your proxy holder by printing that person’s name in the space provided. Then complete the rest of the proxy form, sign it and return it. Your votes can only be counted if the person you appointed attends the meeting and votes on your behalf. If you have voted by completing the proxy form, neither you nor your proxy holder may vote in person at the meeting, unless you revoke your proxy.

Return your completed proxy form in the envelope provided so that it arrives by 3:00 p.m. (Vancouver Time) on April 24, 2017 or if the meeting is adjourned, at least 48 hours (excluding weekends and holidays) before the time set for the meeting to resume (cut off time). The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at his discretion, without notice. If you have any questions or require more information with

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respect to voting at the meeting, please contact our proxy solicitation agent, Kingsdale, by email at contactus@kingsdaleshareholder.com or by telephone at 1-800-775-4067 (toll free within North America) or 416-867-2272 (outside of North America).

Revoking your Proxy

You may revoke your proxy at any time before is it acted on. Deliver a written statement that you want to revoke your proxy to our Vice President, Diversity, Regulatory Affairs & Corporate Secretary before or on April 24, 2017 (or the last business day before the meeting if it is adjourned or postponed), or to the Chairman on April 26, 2017.

Changing your Proxy

You may change the way you voted by proxy by sending a new proxy prior to the cut off time to revoke your vote. Your latest proxy will be the only one that is valid.

10

BUSINESS OF MEETING

Financial Statements

Our audited annual consolidated financial statements for the year ended December 31, 2016 and the auditors’ reports on those statements are included in the annual report and will be available at the meeting. The annual report is also filed on www.sedar.com and www.sec.gov and available to you on request.

Election of Directors

The number of directors to be elected at the meeting is nine, as decided by the Board. Each director will hold office until the end of the next annual general meeting or until a successor is duly appointed or elected. Your director nominees are:

•	Beverley A. Briscoe	•	Charles (Charlie) R. Sartain
•	Margot A. Franssen	•	Ian W. Telfer
•	David A. Garofalo	•	Blanca A. Treviño
•	Clement A. Pelletier	•	Kenneth F. Williamson
•	P. Randy Reifel

You can find more information on all of the nominees starting on page 13. Each of the nominees brings important skills and experience to the Board. Each nominee is eligible and willing to serve if elected. If for some reason a nominee is not available to serve at the time of the meeting (and we know of no reason this would occur), the people named in the enclosed proxy will vote for a substitute nominee if one is chosen by the Board.

We note that no director nominations were received pursuant to the advance notice provision of our by-laws as of the date of this circular. The only nominees for election at the meeting are the nominees listed above under “Election of Directors”.

Majority Vote Policy

We have a majority vote policy. Unless there is a contested election, a director who receives more withhold votes than votes “for” will immediately offer to resign. The Governance and Nominating Committee (the “Governance Committee”) will review the matter and recommend to the Board whether to accept the resignation. The resignation will be effective if and when accepted by the Board. The director will not participate in any deliberations on the matter.

We expect to accept the resignation unless there is some special circumstance that warrants the director to stay on the Board. In any case, the Board shall determine whether or not to accept the resignation within 90 days of the relevant annual shareholders’ meeting and we will promptly issue a news release with the Board’s decision. If the Board determines not to accept a resignation, the news release must fully state the reasons for that decision.

We recommend that you vote FOR the election of these nominees.

The people named in the enclosed proxy will vote FOR these nominations unless you tell them to withhold your vote.

Appointment of Auditors

The Board recommends the appointment of Deloitte LLP, Independent Registered Public Accounting Firm as our auditors for 2017. Deloitte LLP, Independent Registered Public Accounting Firm was first appointed as our auditors on March 17, 2005. The directors will also be authorized to set the fees paid to the auditors.

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Audit Fees Paid

Type of Work	2015 fees (C$)			2016 fees (C$)
Audit fees		6,989,000	1		5,879,000
Audit-related fees		28,000			278,000
Tax fees		362,000			405,000
All other fees		325,000	2		Nil
Total		7,704,000			6,562,000

Notes:

1. Fees for 2015 include fees billed in relation to the audit for the year ended December 31, 2014 billed in 2015 of C$988,000.

2. For 2015, these fees are for information technology leadership, electronic data hosting and mine safety.

More information, including the Audit Committee charter is available in our annual information form under the heading “Audit Committee”. See page 5 for how to access the annual information form.

We recommend that you vote FOR the appointment of Deloitte LLP, Independent Registered Public Accounting Firm as our auditors.

The people named in the enclosed proxy will vote FOR the appointment of Deloitte LLP, Independent Registered Public Accounting Firm as auditors unless you tell them to withhold your vote.

Advisory Vote on Executive Compensation

Since 2012, we have provided you with a say on pay vote regarding our executive compensation program. This vote helps us engage constructively with our shareholders, obtain meaningful feedback and ensure accountability for executive compensation. Last year, a majority of shareholders voted in favour of our approach to executive compensation, with approximately 77.7% in favour. We strive to provide clear and concise disclosure regarding our approach to compensation, and to demonstrate how executive compensation is linked to our performance. You can read more about the changes we made in 2016 and 2017 to our executive compensation program in our Letter to Shareholders on page 25.

During 2016, we reviewed compensation assessment reports released by proxy advisory firms and policies and undertook research on good governance and disclosure, and provided shareholders with the opportunity to engage with us (see the “Shareholder Engagement” section for more information). As part of this process, we remain committed to clearly communicating how we measure performance and how our incentive plans are structured. We believe that compensation programs must be sound, fair, and competitive with the market and support our strategy and progress. In addition, we believe that we demonstrate how our pay aligns with performance and we ask for your continued support of our executive compensation program. You can read more about how we pay for performance in our compensation discussion and analysis (“CD&A”) on page 28.

The text of the resolution to be passed is:

“Be it resolved that on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors that, the shareholders accept the approach to executive compensation disclosed in the Company’s management information circular delivered in advance of the April 26, 2017 annual and special meeting of shareholders.”

We recommend that you vote FOR the adoption of this resolution to support our approach to executive compensation.

The people named in the enclosed proxy will vote FOR the advisory resolution approving our approach to executive compensation unless you tell them to vote against it.

Other Business

If other matters are properly brought up at the meeting, you (or your proxy holder, if you are voting by proxy) can vote as you see fit. We are not aware of any other items of business to be considered at the meeting.

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DIRECTOR BIOGRAPHIES

Following is a complete biography for each director nominee for election at the meeting. All other director information can be found in this section under the heading “Director Compensation” starting at page 18 or in the section entitled “Corporate Governance”.

Our Board - from left to right: Ken Williamson, Randy Reifel, Beverley Briscoe, David Garofalo, Ian Telfer, Margot Franssen, Peter Dey, Blanca Treviño, Clem Pelletier, and Charlie Sartain.

Beverley A. Briscoe

Age: 62             Home: British Columbia, Canada

Director since: April 2006

Vice Chair and Lead Independent Director

Member – Audit Committee

Member – Sustainability, Environment, Health and Safety Committee

Areas of expertise:

• Accounting

• Finance

Membership	Attendance			Voting results
Board		100	%	2016 - 98.53% for
Audit		100	%	2015 - 99.63% for
Sustainability		100	%	2014 - 99.61% for

Share ownership as at December 31, 2016
Common Shares	50,654	Meets shareholding requirement
Options	Nil
Value	C$925,955
Shareholding Requirement	C$764,246

Ms. Briscoe has extensive industry experience in the transportation and industrial equipment sector. Ms. Briscoe owned a transportation services company from 1997 to 2004 and worked in senior management positions in the heavy equipment industry as Vice President and General Manager of Wajax Industries Ltd. from 1994 to 1997 and as Vice President, Finance for the Rivtow Group of Companies from 1989 to 1994. She also worked as Chief Financial Officer for various operating divisions in The Jim Pattison Group in Canada and Switzerland from 1983 to 1989. She is the past Chair of the Industry Training Authority for BC (2003–2007) and past Chair of the BC Forest Safety Council (2008-2009). Ms. Briscoe also served as the Chair of the Audit Committee for the Office of the Superintendent of Financial Institutions (until 2016).

Current occupation	President of Briscoe Management Limited (since 2004), a consulting entity
Education	Bachelor of Commerce degree from the University of British Columbia, 1977
Public Directorships	Ritchie Bros. Auctioneers Incorporated (Director since 2004, Chairwoman since 2014)
Background and experience	Ms. Briscoe is a Fellow of the Institute of Chartered Accountants and a Fellow of the ICD in Canada. She 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 benefits Goldcorp with respect to the issues overseen by the Audit Committee.

Note:

1. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28.

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Margot A. Franssen, O.C.

Age: 64        Home: Ontario, Canada

Director since: May 2015

Independent

Member – Human Resources & Compensation Committee

Member – Sustainability, Environment, Health and Safety Committee

Areas of expertise:

• Finance

• Governance

Membership	Attendance			Voting results
Board		100	%	2016 – 99.14%2 for
Compensation		100	%	2015 – n/a2
Sustainability		100	%	2014 – n/a2

Share ownership as at December 31, 2016
Common Shares	16,132
Options	Nil
Value	C$294,8931
Shareholding Requirement	n/a2

Ms. Franssen is the founder and past-president of The Body Shop Canada (1989 to 2004). She has served on numerous boards, including the Canadian Imperial Bank of Commerce, Women’s College Hospital, and York University. From 2012 to 2014, she acted as Co-Chair of the National Task Force on Sex Trafficking of Canadian Girls, and for six years prior served as Board Co-Chair of Canadian Women’s Foundation. In 2011, Ms. Franssen was a founding board member of Women Moving Millions, a global charitable organization committed to encouraging large-scale investments in initiatives that advance and empower women and girls worldwide. In 2016, Ms. Franssen founded The Canadian Centre to end Human Trafficking.

Current occupation	Independent Director
Education	Bachelor of Arts degree from York University.
Background and experience	Ms. Franssen combines pragmatic business leadership with a unique perspective on the relationship between corporations and their various stakeholders and communities. Her diverse experience in business and philanthropy positions her to provide valuable insight to the Board.

Notes:

1. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 31, 2016 of C$18.28

2. Ms. Franssen was appointed to the Board on April 30, 2015 and has until December 31, 2020 to satisfy the minimum shareholding requirement.

David A. Garofalo

Age: 51            Home: British Columbia, Canada

Director since April 2016

Non-Independent

Areas of expertise:

• Mining and Industry Experience

• Banking and Finance

• Mergers and Acquisitions

• Accounting

• Information Technology

• Human Resources and Compensation

Membership	Attendance			Voting results
Board		100	%	2016 – 98.79%2 for
				2015 – n/a2
				2014 – n/a2

Share ownership as at December 31, 2016
Common Shares	50,123
Options	Nil
Value	C$916,2481
Shareholding Requirement	n/a2

Mr.Garofalo joined Goldcorp as President and Chief Executive Officer effective February 29, 2016. Previously, Mr. Garofalo served as President and Chief Executive Officer and Director of Hudbay Minerals Inc. from July 2010 to December 2015. Before joining Hudbay, Mr. Garofalo served as Senior Vice President, Finance and Chief Financial Officer with Agnico Eagle Mines Limited (2006–2010) as well as Vice President, Finance and Chief Financial Officer (1999–2006) and Treasurer (1998).

Current occupation	President and Chief Executive Officer (“CEO”) of Goldcorp
Education	Institute of Chartered Accountants, Ontario, 1990 University of Toronto, Bachelor of Commerce (with distinction), 1988
Background and experience	Mr. Garofalo brings significant experience in the natural resources sector to his role as a member of the Board and as the President and Chief Executive Officer. His business and transactional background, as well as his extensive experience in the mining industry, provides a direct benefit to the Board and valuable insight into all aspects of the management of Goldcorp.

Notes:

1. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28.

2. Mr. Garofalo has until December 31, 2021 to satisfy the minimum shareholding requirement.

14

Clement A. Pelletier

Age: 71            Home: British Columbia, Canada

Director since: May 2014

Independent

Member – Governance Committee

Chair – Sustainability Committee

Areas of expertise:

• Sustainability

• Metallurgy

• Mergers and Acquisitions

Membership	Attendance			Voting results
Board		100	%	2016 – 99.13% for
Governance		100	%	2015 – 99.57% for
Sustainability		100	%	2014 – 99.45% for

Share ownership as at December 31, 2016
Common Shares	27,063	Meets shareholding requirement
Options	Nil
Value	C$662,5701
Shareholding Requirement	C$564,2492

Mr. Pelletier is a process chemist/metallurgist by training with 14 years in industry and 35 years in resource-related mine/environmental consulting. During his early years he worked with Inco Limited in the mineral processing and extractive metallurgy area. Later, he worked with Rio Tinto Minerals (formerly U.S. Borax Inc.) in the potash processing and underground mining area. In 1970, he joined Utah International Inc. for the development of the Island Copper Mine on Vancouver Island, British Columbia. Mr. Pelletier has managed the environmental engineering work for a number of Deep Sea Tailings Placement (DSTP) projects for clients including: BHP Billiton Limited, Newmont Mining Corporation, Vale S.A./Inco Limited, Glencore plc, Placer Dome Inc./Barrick Gold Corporation, Teck Resources Limited, Rio Tinto Borax (formerly known as U.S. Borax Inc.) and First Quantum Minerals Ltd.. Since 1981, as founder and President of Rescan Group, Mr. Pelletier was involved in the evaluation and development of DSTP systems in Europe, the Americas, Africa and Southeast Asia.
Current occupation	Independent Director
Education	Bachelor of Science in Chemistry/Metallurgy, University of Saskatchewan, 1967
Public Directorships	Director of BioteQ Environmental Technologies Inc. (since 2000)
Background and experience	Mr. Pelletier’s extensive experience in the industry and environmental and technical expertise provides valuable insight and makes him a significant resource to both the Board and management.

Note:

1. The value of the common shares is calculated using the price per share at which Mr. Pelletier acquired the common shares held by him.

P. Randy Reifel

Age: 64             Home: British Columbia, Canada

Director since: November 2006

Independent

Member – Human Resources & Compensation Committee

Member – Sustainability Committee

Areas of expertise:

• Human Resources and Compensation

• Mergers and Acquisitions

• Mineral Exploration

Membership	Attendance			Voting results
Board		100	%	2016 – 95.55% for
Compensation		100	%	2015 – 98.17% for
Sustainability		100	%	2014 – 99.34% for

Share ownership as at December 31, 2016
Common Shares	4,058,376	Meets shareholding requirement
Options	Nil
Value	C$74,187,1131
Shareholding Requirement	C$564,249

Mr. Reifel is President and a director of Chesapeake Gold Corp., a company that explores for precious metals in Mexico and Central America. Mr. Reifel was appointed to the Board in November 2006. Prior to that, he had been a director of Glamis Gold Ltd. 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.

Current occupation	President of Chesapeake Gold Corp. (since 2012)
Education	Bachelor of Commerce degree from the University of British Columbia, 1976 Master of Science degree in Business Administration from the University of British Columbia, 1978
Public Directorships	Chesapeake Gold Corp (since 2002) and Gunpoint Exploration (since 2010). Both companies are junior mining companies based in Vancouver, British Columbia.
Background and experience	Mr. Reifel’s over 30 years’ 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.

Note:

1. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28.

15

Charlie R Sartain

Age: 55             Home: Brisbane, Australia

Director since: January 2017

Independent

Member – Human Resources and Compensation Committee

Member – Sustainability Committee

Areas of expertise:

•       Mining and Industry Experience

•       Environmental, Safety and Sustainability

•       M&A

Membership1	Attendance1		Voting results
Board		—	2016 - n/a
Compensation		—	2015 - n/a
Sustainability		—	2014 – n/a

Share ownership as at December 31, 2016
Common Shares	Nil
Options	Nil
Value	Nil
Shareholding Requirement	n/a2

Mr. Sartain is a mining engineer with over 30 years of mining experience and is fluent in Spanish. Previously, he was the Chief Executive Officer of Xstrata’s global copper business from 2004 to 2013 and under his nine-year tenure grew the business to become one of the world’s leading copper producers with mining operations and projects spanning seven countries. He is currently a Member of the Senate of the University of Queensland, a Director and Chairman of the Advisory Board of the Sustainable Minerals Institute at the University of Queensland. and a Director of the Wesley Medical Research Institute. In 2013, Mr. Sartain was the recipient of the Queensland Resources Council Medal and in 2015 was the recipient of the AusIMM Institute Medal. Mr. Sartain is a member of the NACD and ICD.
Current occupation	Independent Director
Education	Bachelor of Engineering (Honours) from the University of Melbourne, Australia.
Public Directorships	Austin Engineering Ltd. (since April 2015) and ALS Limited (since February 2015). Both companies are listed on the Australian Stock Exchange.
Background and experience	Mr. Sartain has over 30 years of experience in the mining industry. He has served as a director and/or officer of several companies.

Notes:

1. Mr. Sartain was appointed to the Board subsequent to the year ended December 31, 2016. He has attended 100% of Board and relevant committee meetings since his appointment.

2. Mr. Sartain was appointed to the Board on January 1, 2017 and has until December 31, 2021 to satisfy the minimum shareholding requirement.

Ian W. Telfer¹

Age: 70             Home: British Columbia, Canada

Director since: February 2005

Chairman - Non-Independent

Areas of expertise:

•       Accounting

•       Finance

•       Mergers and Acquisitions

•       Mining

Membership	Attendance			Voting results
Board		100	%	2016 – 97.17% for
				2015 – 98.59% for
				2014 – 98.89% for

Share ownership as at December 31, 2016
Common Shares	200,866	Meets shareholding requirement
Options	Nil
Value	C$3,671,8301
Shareholding Requirement	C$3,264,248

Mr. Telfer was appointed Chairman of Goldcorp effective November 15, 2006 and served as Chairman of the World Gold Council from December 2009 to June 2013. Prior to that he was President and CEO of Goldcorp since March 17, 2005 and Chairman and CEO of Wheaton River Minerals Ltd. prior to such time since September 2001.Mr. Telfer is also the co-founder and Director of Renaissance Oil Corp.
Current occupation	Chairman of Goldcorp (since 2006)
Education	Bachelor of Arts degree from the University of Toronto, 1968, Master in Business Administration from the University of Ottawa, 1976, Honorary Doctorate from the University of Ottawa, 2015
Public Directorships	Renaissance Oil Corp. (since 2011)
Background and experience	Mr. Telfer has over 30 years of experience in the precious metals business. He has served as a director and/or officer of several Canadian and international companies. Mr. Telfer’s extensive experience in the mining industry provides a direct benefit to both the functionality of the Board and to our shareholders.

Notes:

1. Mr. Telfer entered into a settlement agreement with staff of the Ontario Securities Commission in September 2013 with respect to allegations that he acted contrary to the public interest in connection with a private share transaction in 2008. Mr. Telfer cooperated fully with staff and, pursuant to the settlement agreement, was reprimanded, gave certain undertakings and paid C$200,000 towards the costs of staff’s investigation.

2. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28.

16

Blanca Treviño

Age: 57             Home: Leon, Mexico

Director since: February 2012

Independent

Member – Audit Committee

Member – Governance Committee

Areas of expertise:

• Information Technology

• Finance

• Human Resources and Compensation

• Mergers and Acquisitions

Membership	Attendance			Voting results
Board		100	%	2016 - 98.97% for
Audit		100	%	2015 - 99.47% for
Governance		100	%	2014 – 99.47% for

Share ownership as at December 31, 2016
Common Shares	19,987
Options	Nil
Value	C$365,3621
Shareholding Requirement	n/a2

Ms. Treviño is the President and Chief Executive Officer of Softtek S.A. de C.V. (Softtek). 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 US as a provider of information and technology (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. Ms. Treviño has been a board member for several universities and non-profit organizations over the past 13 years.

Current occupation	President and Chief Executive Officer of Softtek S.A. de C.V. (Softtek)
Education	Bachelor in Computer Science from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM) (1981)
Public Directorships	Wal-Mart de México SAB de CV (since 2006)
Background and experience	Frequent presenter in national and international forums related to entrepreneurialism, IT and the role of women in business. Identified by several media publications as one of the most influential executives in Mexico and Latin America. Ms. Treviño’s significant experience in the IT industry, coupled with her experience as an entrepreneur, bring important insight to both the Board and management.

Notes:

1. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28.

2. Ms. Treviño has until December 31, 2017 to satisfy the minimum shareholding requirement.

Kenneth F. Williamson

Age: 69             Home: Ontario, Canada

Director since: November 2006

Independent

Chair – Human Resources & Compensation Committee

Member – Audit Committee

Areas of expertise:

• Finance

• Human Resources and Compensation

• Mergers and Acquisitions

Membership	Attendance			Voting results
Board		100	%	2016 – 97.63% for
Compensation		100	%	2015 – 99.38% for
Audit		100	%	2014 – 98.55% for

Share ownership as at December 31, 2016
Common Shares	60,573	Meets shareholding requirement
Options	Nil
Value	C$1,107,2741
Shareholding Requirement	C$534,792

Mr. Williamson was appointed to the Board in November 2006. Prior to that, Mr. Williamson had been a director of Glamis Gold Ltd. since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. Prior to that, he worked at Walwyn/Merrill in investment banking with increasing responsibility and titles since 1980. Mr. Williamson has been a director of a number of companies in the natural resource sector.

Current occupation	Independent Director
Education	Bachelor of Applied Science (P.Eng.) degree from the University of Toronto, 1970 Master of Business Administration from the University of Western Ontario, 1973
Public Directorships	Tahoe Resources Inc. (since 2010)
Background and experience	Mr. Williamson has worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the US and Europe. 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.

Note:

1. The value of the common shares is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28.

17

DIRECTOR COMPENSATION

Philosophy, Objectives and Process

The philosophy and benchmarking for director compensation is the same as for our executive compensation. Our objectives are to attract and retain directors of a quality and nature that will enhance our long-term sustainable profitability and growth. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time requirements and accountability of their roles.

In addition, we align the interests of our directors with our shareholders by requiring that members of the Board own a minimum number of our common shares. Each non-executive director must hold common shares with a value equal to three times the annual retainer and after-tax equity compensation. For 2017 and beyond, members of the Board will be required to hold common shares with a value equal to three times the annual retainer and pre-tax equity compensation. See “Director Share Ownership” on page 67 for more information.

The Board meets annually (typically in February) to receive recommendations from the Governance and Human Resources & Compensation Committees regarding the adequacy and form of directors’ compensation. The Human Resources and Compensation Committee (HRCC) believes that our approach to director compensation provides for competitive and reasonable compensation levels.

Director Compensation Program

In 2016, in order to align compensation paid to our directors with the methodology applied to executive compensation, the Board made the following changes to its compensation program: (i) retainers and meeting/travel fees remained at the same nominal dollar value but were paid in Canadian dollars rather than US dollars, resulting in a year-over-year reduction in cash director compensation of approximately 20% in Canadian dollar terms, and (ii) restricted share units (“RSUs”) were granted equal to the number of units granted in 2015, which resulted in a reduction in value of approximately 12% as the year-over-year share price decline was embedded directly in the value of the awards.

For 2017, to further align with the executive team the RSU grant was fixed at C$150,000 resulting in a year-over-year reduction in value of 11%.

Goldcorp’s official financial reporting currency is US dollars, however our primary currency for compensation purposes is Canadian dollars. As noted above, commencing in 2016, of our directors are paid in Canadian dollars. In order to provide more transparent and understandable disclosure, we have reported in Canadian dollars in select tables throughout this Director Compensation section (clearly noted as “C$”).

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Fees and Retainers

All non-executive directors receive meeting fees, annual retainers, annual RSU grants and travel expense disbursements for their service on the Board. Neither Mr. Garofalo, nor Mr. Jeannes, the former CEO, received any additional compensation for serving on the Board.

Cash Fees Earned by Non-Executive Directors During 2016

Director	Board Annual Retainer		Committee Chair Retainer		Aggregate Board Attendance Fee1		Aggregate Committee Attendance Fee2		Aggregate Mine Site and Workshop Fee3			Aggregate Travel Fee			Total Fees
	(C$)		(C$)		(C$)		(C$)		(C$)			(C$)			(C$)
Bell4		33,333		3,333		4,500		10,500		4,500			3,000			59,166
Briscoe		166,666		20,000		13,500		27,000		7,500			9,000			243,666
Dey5		100,000		10,000		13,500		30,000		Nil			21,000			174,500
Franssen		100,000		Nil		13,500		33,000		10,500			24,000			181,000
Holtby4		66,666		6,666		4,500		16,500		Nil			Nil			94,332
Pelletier		100,000		6,666		13,500		30,000		12,000	6		10,500	6		172,666
Reifel		100,000		Nil		13,500		30,000		10,500			9,000			163,000
Telfer7		1,000,000		Nil		Nil		Nil		Nil			12,000			1,012,000
Treviño		100,000		Nil		10,500		16,500		Nil			6,000			133,000
Williamson		100,000		13,333		13,500		33,000		6,000			18,000			183,833
Totals		1,866,665		59,998		100,500		226,500		51,000			112,500			2,417,663

Notes:

1. Directors were compensated based on Board meetings held during the year ended December 31, 2016.

2. Includes committee meetings attended by invitation.

3. These include mine visits to Cerro Negro, Red Lake and Porcupine mines and Borden Project.

4. Mr. Bell and Mr. Holtby retired from the Board on April 28, 2016.

5. Mr. Dey is retiring and will not stand for re-election at the meeting. Includes missed payment for one day mine site fee and one day travel feel attended in Q4 2015.

6. Mr. Telfer attended six Board meetings and approximately 80% of committee meetings but did not receive additional compensation.

Total Non-Executive Director Compensation During 2016

Director	Fees Earned		Share-Based Awards1		Option-Based Awards	Non-Equity Incentive Plan Compensation	All Other Compensation			Total
	(C$)		(C$)		(C$)	(C$)	(C$)			(C$)
Bell2		59,166		168,418	NIL	NIL		Nil			227,584
Briscoe		243,666		168,418				Nil			412,084
Dey3		174,500		168,418				Nil			342,918
Franssen		181,000		168,418				Nil			349,418
Holtby2		94,332		168,418				Nil			262,750
Pelletier		172,666		168,418				Nil			341,084
Reifel		163,000		168,418				Nil			331,418
Telfer		1,012,000		168,418				6,360	4		1,186,778
Treviño		133,000		168,418				Nil			301,418
Williamson		183,833		168,418				Nil			352,251
Totals		2,417,163		1,684,180				6,360			4,107,703

Notes:

1. These amounts represent the grant date fair value of the RSUs granted to the respective non-executive director. These amounts were calculated by multiplying the number of RSUs granted (8,066 each) by the closing price of the common shares on the TSX on March 8, 2016 of C$20.88. The RSUs granted to the respective non-executive director vest immediately on the date of grant.

2. Mr. Bell and Mr. Holtby retired from the Board on April 28, 2016.

3. Mr. Dey is retiring and will not stand for re-election at the meeting.

4. This amount represents benefit premiums paid by Goldcorp on behalf of Mr. Telfer.

19

Equity-Based Compensation Awards

In accordance with best practices guidelines, we stopped granting stock options (“options”) to non-executive directors in 2005. No future option grants to non-executive directors are planned.

Incentive plan awards – Value vested or earned during the year

Director	Option – based awards – Value vested during the year	Share-Based Awards – Value vested during the year1		Non-equity inventive plan compensation – Value vested during the year
	(C$)	(C$)		(C$)
Bell2	Nil		168,418	Nil
Briscoe			168,418
Dey3			168,418
Franssen			168,418
Holtby2			168,418
Pelletier			168,418
Reifel			168,418
Telfer			168,418
Treviño			168,418
Williamson			168,418
Totals			1,684,180

Notes:

1. These amounts represent the grant date fair value of the RSUs granted to the respective non-executive director. These amounts were calculated by multiplying the number of RSUs granted (8,066 each) by the closing price of the common shares on the TSX on March 8, 2016 of C$20.88. The RSUs granted to the respective non-executive director vest immediately on the date of grant.

2. Mr. Bell and Mr. Holtby retired from the Board on April 28, 2016.

3. Mr. Dey is retiring and will not stand for re-election at the meeting.

Other Compensation Arrangements

Mr. Telfer’s employment agreement for serving as our Chairman provides for a retiring allowance of C$6,000,000.

In addition, he continues to be entitled to participate, at our expense, in our health and medical plans (or for equivalent coverage if not permitted under our current plans), until the earlier of obtaining alternate coverage under the terms of any new employment or the third anniversary of the termination date.

We pay benefit premiums on behalf of Mr. Telfer. The premiums paid during the year ended December 31, 2016 were C$6,360.

20

ADDITIONAL INFORMATION

Liability Insurance

We maintain an insurance policy for directors’ and officers’ liability. It provides coverage for costs incurred to defend and settle claims against directors or officers up to an annual limit of US$175 million. The cost of coverage for 2015 was approximately US$1.5 million. Directors and officers do not pay any portion of the premiums. No claims were made or became payable in 2016.

Fiduciary Liability Insurance

We maintain an insurance policy for directors’ and officers’ fiduciary liability. It provides coverage for costs incurred to defend and settle claims against us, our directors, officers and employees for breach of fiduciary duty regarding company sponsored plans, such as our savings and pension plans.

This policy has an annual limit of US$15 million with a US$100,000 deductible for each claim. The cost of coverage for 2016 was approximately US$35,000. Directors and officers do not pay any portion of the premiums. No claims were made or became payable in 2016.

Director and Officer Indebtedness

We do not make loans to our directors or officers. Accordingly, there are no loans outstanding to any of them.

21

HUMAN RESOURCES & COMPENSATION COMMITTEE REPORT

Annual Oversight of Executive Compensation

The HRCC is responsible for reviewing and recommending to the Board compensation policies and programs, and resulting compensation levels and incentive award outcomes for our named executive officers (“NEOs”). See page 77 for a description of the responsibilities, authority and operation of the HRCC, including the relevant skills and experience of each of the members of this independent committee of the Board.

The Board makes final decisions on overall executive compensation, including the CEO’s pay each year. It does so after receiving advice and recommendations from the HRCC. The Board also reviews and discusses the policies and processes followed by the HRCC in making its executive compensation recommendations. Executive officers, including the CEO, do not make recommendations on their own compensation packages.

The HRCC, with support from its independent advisor and management, undertakes the following annual process:

22

In addition to the activities under the annual compensation cycle, the HRCC undertakes activities on an as-needed basis, including:

• Reviewing appointment and/or discharge of any member of executive management.

• Approving new hire long-term incentive (“LTI”) grants for senior management.

• Approval of Supplemental Executive Retirement Plan (“SERP”) membership for new officers.

• Reviewing and considering amendments to long term incentive plans.

• Reviewing management organizational structure and CEO’s proposals for changes.

• Reviewing participation of management on external boards.

• Reviewing clawback policy.

During 2016, the HRCC Chair, with support of Human Resources management, led several conference calls with our shareholders to discuss a variety of topics including organizational strategy changes, pay-for-performance alignment, peer groups, trends in executive compensation and the re-design of our incentive plans to drive behaviour to grow net asset value. The HRCC and the Board considered the feedback provided by shareholders in reviewing our executive compensation programs. See page 60 for additional information about our shareholder engagement process and how we responded to the feedback.

The HRCC considers the feedback it received from various institutional investors as well as various outside groups such as the Canadian Coalition for Good Governance. Discussions with these third parties have focused on, among other things, the recent CEO change at the Company, the roles of the Chairman, Vice Chair and Lead Independent Director, as well as director evaluations and executive compensation matters.

We are committed to engagement with shareholders and third party groups to ensure constructive dialogue on pay for performance and comprehensive disclosure

Role of Compensation Consultants

Since 2011, the HRCC has retained Hugessen Consulting (“Hugessen”) to serve as the HRCC’s independent compensation consultant. Hugessen provides independent advice to the HRCC with respect to executive compensation and related governance matters.

In 2016, Hugessen provided the following services to the HRCC:

• Provided advice on executive compensation matters and supported the HRCC’s annual review of Goldcorp’s pay philosophy, pay levels and mix, incentive plan design, and performance measurement practices.

• Provided input on management’s proposals with respect to executive compensation levels and design.

• Reviewed Goldcorp’s Pay Comparator Group (as defined below) and provided recommendations to ensure continued relevance of peers.

• Provided updates on compensation, governance and regulatory trends.

• Reviewed the market competitiveness of the NEOs’ compensation for 2017 compensation decisions.

• Supported drafting of 2016 CD&A and supported the re-design and drafting of the 2017 CD&A.

Each year, Hugessen provides a letter to the HRCC confirming its independence and affirming that no consultant at Hugessen has any business, professional or commercial relationship with Goldcorp or any member of executive management that would impair its independence. The Committee reviews Hugessen’s performance at least annually, and has the authority to retain and terminate its independent advisor.

23

Additionally, management retained Willis Towers Watson (formerly Towers Watson) to provide compensation advice and other related services. Willis Towers Watson was initially retained in 2007.

During 2016, Willis Towers Watson provided the following services:

• Reviewed the market competitiveness of the NEOs’ compensation for 2016 compensation decisions.

• Provided a report reviewing the market competitiveness of the 2016 Board’s compensation.

• Prepared a document summarizing trends in governance and executive compensation.

• Reviewed and commented on the management information circular.

• Supported drafting of 2016 CD&A and supported the re-drafting of the 2017 CD&A.

• Supported the re-design of the performance share unit (“PSU”) plan.

• Updated the compensation program risk assessment.

• Analyzed the pay-for-performance alignment of our NEOs compared to our Pay Comparator Group.

Compensation Consultant Fees

Hugessen Consulting:	2016 Fees (C$)		2015 Fees (C$)
Executive compensation-related fees		277,448		261,324
All Other fees		Nil		Nil
Total		277,448		261,324

Willis Towers Watson:	2016 Fees (C$)			2015 Fees (C$)
Executive compensation-related fees		106,253			199,981
All Other fees		129,285	1		49,542
Total		235,538			249,523

Note:

1. During 2016 Willis Towers Watson was appointed as an advisor to the Management Pension Committee and the fees relate to supporting the management of Goldcorp’s defined contribution pension plan, supplemental pension plan and employee benefits plans in Canada.

24

LETTER TO SHAREHOLDERS

Fellow Shareholders,

Your Board, on the recommendation of our Human Resources and Compensation Committee (HRCC) is committed to ensuring our executive pay programs are designed to pay for performance, while allowing Goldcorp to attract and retain the talent that is essential to delivering against our long-term strategy. We also remain committed to providing clear and comprehensive disclosure to help you understand how (i) our compensation plans are structured, (ii) we assess performance, and (iii) this performance leads to pay outcomes that are aligned with your experience as shareholders. We have enhanced our disclosure to provide you with the information you need to make an informed vote.

Our Performance in 2016

In 2016 we appointed a new CEO, David Garofalo, who strengthened our senior management team and reorganized and refocused the organization to drive net asset value growth. This past year was an important year. It was a transition year where we took strategic actions to restore momentum and growth at Goldcorp. We made significant progress and remain committed to delivering sustainable and long-term value for our shareholders. In 2016 we:

• Achieved gold production of 2.873 million ounces, in line with our guidance.

• Achieved all-in sustaining costs of $856 per ounce, at the low end of our guidance.

• Maintained our growth pipeline by acquiring Kaminak Gold Corporation and its Coffee gold project in the Yukon.

• Announced major strategic projects across our existing portfolio including the Dome Century project at our Porcupine camp and expansion projects at Peñasquito and Musselwhite.

• Remained focused on reducing costs, restructured and decentralized our organizational model and identified 60% of our $250 million target in sustainable efficiencies to be implemented throughout our organization by 2018.

At Goldcorp, safety remains our primary corporate objective. Our strategy is to create and maintain a culture of safety and health in the workplace, as embodied in our safety vision, “Safe Enough for Our Families”. We strive to equip our employees with the tools, training and attitudes needed for continual safety awareness. From our operations to our corporate offices, we strive to achieve Zero Fatalities and keep people safe from injury. We delivered a mixed safety performance in 2016. On the positive side, we experienced an 11% decrease in our all injury frequency rate (based on 200,000 hours) and a 4% decrease in our lost-time injury frequency rate. We did however, experience a fatality at our Marlin Mine in April, 2016. Following this tragedy, we launched a safety focused on-the-job training program, “StepIn”, as we realize our systems and processes are only as good as the leadership and commitment we demonstrate on the job.

In light of the continued weakness in our share price performance during 2016 and our results being lower than our expectations, the Board agreed with the recommendation of Mr. Garofalo and the HRCC to a corporate performance score for the year ended December 31, 2016 at 55% (calculated per the corporate scorecard) as detailed on pages 33 to 35.

2016 CEO Transition and Governance Best Practices

In line with his employment agreement, upon his retirement in 2016, Mr. Jeannes, our former CEO, was not awarded any 2016 grants of LTI, retirement bonus or additional compensation. We have reported the compensation received by Mr. Jeannes in 2016 in the “Summary Compensation Table” on page 52.

25

To further align his compensation arrangements with governance best practices, Mr. Garofalo’s employment agreement contains the following enhancements:

• Severance in the event of termination either without cause or upon a change of control at two times base salary and target bonus (compared to three times for our former CEO).

• Non-compete and non-solicit clauses that are effective for one-year following his exit from Goldcorp for any reason.

• Restriction against selling any Goldcorp shares for one-year following voluntary resignation, retirement or termination for cause.

• Target LTI multiplier is set at three times his base salary, (compared to four times base salary for our former CEO).

In 2016, Mr. Garofalo was granted a one-time make-whole equity award valued at C$4.58 million in the form of restricted share units to compensate him for his 2015 bonus and equity grants forfeited upon his departure from his former employer. The restricted equity award vests in three equal annual installments that commenced in March 2016 and is subject to forfeiture in certain circumstances. No other equity awards or LTIs were granted to Mr. Garofalo in 2016.

To demonstrate his commitment to Goldcorp and you, our shareholders, in August 2016 Mr. Garofalo also purchased 43,000 Goldcorp common shares at a total cost of C$1,011,960 using his personal savings.

2016 Say on Pay & Shareholder Engagement

We believe that engaging and communicating directly with shareholders and other stakeholders is important for providing timely and meaningful feedback. Goldcorp has in place policies and long-standing shareholder outreach programs and routinely interacts with shareholders on a number of matters, including executive compensation. The Board considers all constructive feedback regarding executive compensation.

At last year’s annual and special meeting of shareholders held on April 28, 2016, the advisory “say on pay” resolution received the support of 77.7% of the votes cast, compared to 89.2% in 2015.

Following the 2016 AGM, the Chair of our HRCC met with a number of shareholders who asked for clarification on our compensation and performance peer groups, our pay philosophy and the introduction of additional metrics to our long-term incentive programs. We considered and incorporated shareholder feedback, as appropriate, into our 2017 compensation program design and made enhancements to further link our compensation programs with our strategy, performance and the long-term interests of our shareholders as further discussed below.

At the 2017 annual general meeting of shareholders to be held on April 26, 2017, we will again hold an annual advisory vote to approve executive compensation. The Board will continue to engage with you, our shareholders, and consider the results from this year’s advisory vote on executive compensation. Please refer to the Advisory Vote on Executive Compensation section on page 12. Please also see page 60 for more information about our shareholder engagement program.

Compensation Changes for 2017 and Beyond

As part of our ongoing review of our compensation programs following consultations with our shareholders, and consistent with our commitment to performance, the Board approved a number of enhancements to our LTI program which strengthens the alignment between our strategy, pay and performance and addresses feedback from shareholders.

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There are four meaningful changes that will be effective for compensation in 2017:

• Long Term Incentive Target Multipliers - For the Chief Executive Officer, the LTI multiplier has been reduced and set at 300% of base salary (compared to four times target for the former CEO). For Executive Vice Presidents (“EVPs”), the LTI multipliers have been reduced and set at 225% of base salary (compared to three times target in prior years).

• Change in Long Term Incentive Grant Philosophy – Value of awards will also be subject to a -/+25% modifier to provide front-end performance conditioning enabling the value of the grant to be aligned with performance.

• Mix of Long Term Incentive - Increased the level of performance share units in our long-term incentive plan mix to 75% (from 50%) for the CEO and Executive Vice Presidents to align with our strategy and shareholder interests. To accommodate the shift in long term incentive mix, stock options were removed from the 2017 long term incentive grants.

• Performance Share Unit (PSU) Plan Design Enhancements - Given our realigned focus on growing net asset value we have reinforced this critical success factor with the addition of a net asset value metric to our performance share unit plan for the 2017 PSU grants. In addition, within the PSU plan the retained Total Shareholder Return metric will now be measured against a select peer group of companies replacing the S&P/TSX Global Gold Index. We believe that having a smaller performance peer group which is subject to similar commodity cycles, operations, operating priorities and external market forces provides a more accurate determination of how we performed relative to our immediate peers.

In 2016, the Board changed the currency denomination of their own compensation from United States dollars to Canadian dollars resulting in a year-over-year cash fee reduction of approximately 20%. For 2017, the restricted share unit grants were capped at C$150,000 which resulted in a year-over-year reduction in value of 11%.

Please refer to pages 18 and 42 for additional details.

Conclusion

Despite the sustained lower gold price environment and the pressures on our share price, we oversee a capable executive team that is optimistic about the future of Goldcorp. Overall, our portfolio of assets and strategic progress in 2016, a transformative year for us, make us confident about our strength, momentum and long-term strategic positioning.

The Board and the executive team remain committed to delivering superior growth and performance for you, our shareholders. The Board is also committed to linking executive compensation and shareholder value. We are confident that the changes to our LTI program enhances this alignment and ensures the experience of our executives is consistent with that of shareholders. We will continually review and, where appropriate, improve our compensation and disclosure practices.

On behalf of the Board and the Human Resources and Compensation Committee, we thank you for taking the time to read our disclosure and encourage you to vote in favour of our approach to executive compensation.

Sincerely,

“Ian W. Telfer”	“Kenneth F. Williamson”
Chairman of the Board	Chair of the Human Resources and Compensation Committee

Note:

1. For non-GAAP performance measures, such as all-in sustaining costs, see our management’s discussion and analysis for the year ended December 31, 2016.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following CD&A details the compensation programs in which our NEOs participated for the year ended December 31, 2016. For the purposes of this discussion, the following individuals are the NEOs of Goldcorp:

Name	Title
David A. Garofalo	President and CEO
Russell D. Ball	EVP, Chief Financial Officer (“CFO”) and Corporate Development
George R. Burns	Former EVP and Chief Operating Officer (“COO”) (until December, 2016)
Charlene A. Ripley	EVP and General Counsel
Brent G.J. Bergeron	EVP, Corporate Affairs and Sustainability
Charles A. Jeannes	Former President and CEO (retired April, 2016)
Lindsay A. Hall	Former EVP and CFO (until March, 2016)

Mr. Jeannes and Mr. Hall did not receive any bonus or LTIP grants for 2016, and accordingly, are only disclosed in the summary compensation table for amounts paid in 2016 and are not included in the discussions on performance, achievements and grants. As Mr. Burns resigned from Goldcorp subsequent to the year end, he has been included in the various discussions on performance, achievements and grants.

Note on Currency

Our official financial reporting currency is US dollars, however our primary currency for compensation purposes is Canadian dollars. All of our NEOs are paid in Canadian dollars for cash compensation, and awarded Canadian-denominated equity LTI awards. In order to provide more transparent and understandable disclosure, we have reported in Canadian dollars in select tables throughout the CD&A (clearly noted as “C$”). In all other cases, dollar values are reported in US dollars, converted from Canadian dollars using the average 2016 exchange rate of C$1.00 = US0.7543.

Compensation Philosophy and Principles

Our long-term corporate strategy is central to all of our business decisions, including decisions around executive compensation. We endeavour to provide our shareholders with superior returns while maintaining our company-wide commitment to safe, responsible mining and sustainability excellence. Our compensation programs are designed to attract, motivate and retain high-caliber executives and align their interests with superior and sustainable performance over the long-term in a manner that is fair and reasonable to our shareholders. The following key principles guide the development of our compensation programs:

• Alignment – use of equity-based incentives align executives’ long-term financial interests with those of our shareholders and encourages behaviour that drives sustainable long-term performance

• Strategic – reinforces our business strategy by linking short-term and LTI compensation to performance against key indicators

• Competitive – ensures we can recruit and retain experienced, high-calibre executives in the competitive mining industry

• Transparency – ensures executives and shareholders understand our executive compensation programs – their objectives, mechanics, and the compensation levels and opportunities provided

• Risk-sensitive – supports our Enterprise Risk Management system and ensures management’s plans are focused on generating shareholder value within a risk controlled environment

• Responsive – to the fluctuation of commodity prices by emphasizing operational performance measures that are directly influenced by the prices of gold, silver, copper, lead and zinc

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Compensation Risk Management

Each year the HRCC reviews Goldcorp’s compensation programs to ensure they are aligned with our pay philosophy and strategy and encourage behaviour that drives sustainable long-term performance while discouraging excessive risk taking. Our executive compensation mix and design is consistent with prudent risk management and incorporates a mix of short and LTI programs, with a significant portion of compensation awarded in the form of long-term equity. Incentive programs are tied to a mix of financial, operational, and strategic metrics and incorporate a holistic performance evaluation process, which considers the quality and sustainability of results. The HRCC has concluded that there were no significant risks arising from our compensation policies and practices that are likely to have a material adverse effect on Goldcorp. In forming this conclusion, consideration was given to the limited compensation-related risks within the broader organization, the involvement and authority of the Board in both compensation and risk management oversight and the presence of effective risk mitigating practices in the design of compensation programs. Additionally, Goldcorp has adopted a number of policies and guidelines which further discourage inappropriate or excessive risk-taking and promote a culture of ownership among our senior executives as outlined in the table below:

What	Applies to Who	How
Clawback policy	CEO and EVPs	•	Effective 2015, Goldcorp adopted an expanded clawback policy.
		•	Every executive agrees to have their incentive compensation (annual bonus and LTIs) clawed back if there is a material financial restatement whereby the executive engaged in misconduct received higher incentive compensation than he or she would have received absent the misconduct and resulting restatement.
Anti-Hedging policy	All directors, executives and employees	•	Prohibits hedging Goldcorp securities that they directly or indirectly own or exercise control over.
		•	Prohibits all trading in publicly-traded options, puts, calls or other derivative instruments related to our securities.
Share ownership guidelines	CEO, EVPs, Senior Vice Presidents (SVPs), Vice Presidents (VPs) and Mine General Managers (MGMs)	•	Required to hold Goldcorp common shares (unvested equity does not apply) that are worth a specified multiple of their base salary.
		•	Only fulfilled based on ownership of common shares – not PSUs, RSUs and options.
		•	Aligns the interests of senior management with the long-term interests of shareholders. See page 50 for details on our share ownership policy.
Payout caps	All employees	•	Maximum payout limits of 200% under our bonus (STI) and PSU plan (the largest component of our LTI program).
Double trigger vesting of equity upon change of control	All employees with LTI	•	LTI awards are subject to double trigger vesting (i.e. change of control and subsequent termination without cause or with good reason).
Post-termination/retirement shareholding obligation	CEO	•	Under the terms of his employment agreement, Mr. Garofalo is prohibited from selling his Goldcorp shareholdings for one-year post voluntary resignation, retirement or termination for cause.

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Pay Comparator Group

Goldcorp maintains a pay comparator group (the “Pay Comparator Group”) to provide competitive market context on pay levels and mix, and pay design practices. Each year, the Pay Comparator Group is carefully reviewed by the HRCC to ensure it continues to reflect Goldcorp’s size, operations, and geography.

The Pay Comparator Group was developed using the following selection criteria:

• Publicly-traded companies.

• Companies engaged in mining or the resources industry and are headquartered in North America or companies facing similar industry dynamics – that is, capital intensive and subject to commodity price cycles.

• Companies that reflect the size, scale and complexity of our operations.

• Companies that reflect the competitive marketplace for executive management talent.

Pay Comparator Group for 2016

Based on the selection criteria outlined above the HRCC recommended the removal of five companies¹ from the Pay Comparator Group for the purposes of setting executive pay in 2016.

Company	Primary Industry	Headquarters	Market Cap 2 (C$)			Total Enterprise Value 2 (C$)			Revenue (C$) 3			Assets (C$) 3
Barrick Gold Corporation	Gold	Canada		25,045			35,828			11,495			33,638
Newmont Mining Corporation	Gold	United States		24,289			32,273			9,014			31,607
Potash Corporation of Saskatchewan Inc.	Fertilizers and Agricultural Chemicals	Canada		20,398			26,431			5,267			22,774
Cenovus Energy Inc.	Integrated Oil and Gas	Canada		16,916			19,250			12,134			24,475
Agrium Inc.	Fertilizers and Agricultural Chemicals	Canada		18,648			26,451			18,355			21,762
Freeport-McMoRan Inc.	Diversified Metals and Mining	United States		25,513			56,382			19,920			54,339
Agnico Eagle Mines Limited	Gold	Canada		12,673			13,317			2,872			9,415
Encana Corporation	Oil and Gas Exploration and Production	Canada		15,334			20,265			4,289			19,133
Teck Resources Limited	Diversified Metals and Mining	Canada		15,540			23,294			9,300			34,452
Kinross Gold Corporation	Gold	Canada		5,217			6,439			4,664			10,516
Yamana Gold Inc.	Gold	Canada		3,572			5,484			2,401			12,554
Cameco Corporation	Coal and Consumable Fuels	Canada		5,557			6,878			2,431			8,509
Eldorado Gold Corporation	Gold	Canada		3,090			3,540			581			6,668
75th Percentile				22,343			29,362			11,815			32,622
Median				15,540			20,265			5,267			21,762
25th Percentile				5,387			6,658			2,652			9,966
Goldcorp Inc.	Gold	Canada		15,611			18,954		$	4,715			28,334
Percent Rank				50	%		43	%		43	%		68	%

Notes:

1. No new companies were added to the Pay Comparator Group for 2016 compensation. Canadian Natural Resources Limited, Cliffs Natural Resources Inc., IAMGOLD Corporation, Finning International Inc. and TELUS Corporation were removed from the Pay Comparator Group for 2016 compensation.

2. Market Cap and Total Enterprise Value numbers calculated as at December 31, 2016

3. Revenue and assets are as of fiscal year end according to the most recent financial information publicly available for these companies.

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Target Pay Positioning

Our philosophy is to target base salary and total direct compensation (i.e., base salary, target bonus and LTIs) at the median of the Pay Comparator Group, however, in setting target compensation for each of our NEOs, the HRCC considers a number of other relevant factors, including the tenure and experience of each executive, their role and responsibilities at Goldcorp. Perquisites, benefits, and retirement benefits are intended to be competitive with similarly sized companies operating in Canada.

Components of Goldcorp’s Executive Compensation Program

Component	Risk	Objectives	Time Frame	Description
Total Direct Compensation (TDC)
Base Salary	Fixed	Provides competitive level of fixed compensation	Annually	•	Only fixed component of total direct compensation
				•	Individual NEO salary reflects role and responsibilities, skills and individual experience
Bonus (STI)	Variable	Rewards short-term execution of operational, financial, growth and leadership priorities	One year	•	Cash bonus
				•	Payout based on combination of corporate and individual performance
PSU Plan (PSUs)	Variable	Rewards long-term performance and creates incentive to enhance shareholder value	Three years	•	Annual grants
				•	3-year cliff vesting (between 0% to 200% of PSUs granted) based on relative and absolute TSR performance vs. the S&P/TSX Global Gold Index
				•	Changes have been made to this Plan for 2017 grants
RSU Plan (RSUs)	Variable	Promotes retention and rewards long-term shareholder value creation	Three years	•	Annual grants
				•	RSUs vest equally over three years, beginning on the first anniversary of grant
Stock Option Plan (SOPs)	Variable	Rewards long-term shareholder value creation	Seven years	•	Annual grants
				•	Options vest equally over three years, beginning on the first anniversary of grant
				•	Options have been eliminated for the 2017 long term incentive grants
Other Components
Employee Share Purchase Plan (“ESPP”)	N/A	Promotes share ownership	N/A	•	Voluntary share purchase plan
				•	Employee contributions of up to 10% of base salary with Company matching contribution of 50%, up to 3% of salary
Retirement Benefits	N/A	Assist with attraction and retention	One year	•	Voluntary participation in group RRSP
			Five years	•	Supplemental executive retirement plan (SERP)

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Target Pay Mix

Our compensation programs include a mix of fixed and at-risk pay, awarded as a combination of cash and equity-based compensation. The majority of our NEOs’ target compensation is variable at-risk pay that is dependent upon performance relative to Board-approved goals, as well as stock price performance.

The “at-risk” component of target total compensation is 84% for our CEO and 79% for our EVPs. For 2016, approximately 64% and 62% of CEO and EVP compensation, respectively, was awarded in the form of LTIs – PSUs, RSUs and options (also referred to as SOPs)

Base Salary

Executive base salaries are targeted at the median of the Pay Comparator Group, and set with consideration to each executive’s role and responsibilities, experience, performance and expected future contribution, and any retention considerations. Base salaries for each EVP are assessed by the HRCC upon recommendation from the CEO which are then presented to and approved by the Board. The HRCC makes an assessment of the CEO’s base salary considering the factors described above and makes a recommendation to the Board for approval.

2016 Base Salaries

Executive	Position	2015 Base (C$)		2016 Base (C$)1		% Change
David Garofalo	President and CEO		N/A		1,250,000		N/A
Russell Ball	EVP, CFO and Corporate Development		750,000		850,000		13	%2
George Burns	Former EVP and COO		850,000		850,000		0	%
Charlene Ripley	EVP, General Counsel		550,000		575,000		5	%3
Brent Bergeron	EVP, Corporate Affairs and Sustainability		485,000		525,000		8	%4
Charles Jeannes	Former President and CEO		1,500,000		1,500,000		N/A
Lindsay Hall	Former EVP and CFO		877,000		877,000		N/A

Note:

1. In May 2016 following the departures of Mr. Jeannes and Mr. Hall, Mr. Garofalo reviewed the portfolios of the remaining NEOs. Following this review and upon recommendation by Mr. Garofalo to the HRCC with approval by the Board, Mr. Ball, Mr. Bergeron and Ms. Ripley received base salary increases retroactive to January 1, 2016. 2016 marked the first year since 2013 the base salaries of Mr. Ball and Ms. Ripley were increased.

2. Following the departure of Mr. Hall, the scope of Mr. Ball’s portfolio expanded to include assuming the duties of Chief Financial Officer of Goldcorp. Mr. Ball’s salary increase was granted to reflect the expansion of his role within Goldcorp.

3. In 2016 Goldcorp’s People (Human Resources) function began reporting to Ms. Ripley. Ms. Ripley’s salary increase was granted to reflect the expansion of her role within Goldcorp.

4. Mr. Bergeron’s base salary was increased to remain competitive with market conditions.

Base salary increases were awarded for the calendar year 2016, effective January 1, 2016, to employees (including NEOs) at Goldcorp according to a budget with priority given to promotions or changing job responsibilities, reflecting the existing environment in the gold mining sector and our commitment to control operational costs.

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Bonus Plan

Our NEOs participate in the annual bonus plan, which is “at-risk” compensation that rewards for performance achieved against pre-determined annual goals.

Bonus targets are expressed as a percentage of base salary, with actual payout based on a performance multiplier dependent on both corporate and individual performance. The actual performance multiplier achieved can range between 0% and 200% of target.

Bonus awards are capped at 200% of target

                                             Performance Multiplier (-200%)

Target Bonuses and Performance Weighting

The table below outlines NEO bonus targets expressed as percentage of base salary along with the corresponding corporate and individual performance weightings. Note that weightings vary across the organization, with corporate performance receiving a higher weighting for more senior employees.

NEO	2016 Base (C$)		2016 Bonus Target					Performance Weighting
			% of Salary			C$		Corporate			Individual
David Garofalo		1,250,000		125	%		1,562,500		80	%		20	%
Russell Ball		850,000		80	%		680,000		70	%		30	%
George Burns		850,000		80	%		680,000		70	%		30	%
Charlene Ripley		575,000		80	%		460,000		70	%		30	%
Brent Bergeron		525,000		80	%		420,000		70	%		30	%

No changes have been made to the NEO bonus target awards for 2017.

Corporate Performance Scorecard

At the start of each year, the Board, upon recommendation from the HRCC, adopts a corporate performance scorecard that sets out key performance indicators to guide and motivate executives to execute on our strategy over the course of the year. At the end of the year, the HRCC assesses the corporate performance against each indicator (including through consultations with the CEO) and recommends to the Board an aggregate corporate performance score (between 0% to 200% of target).

The Board may, in its sole discretion, exercise its informed judgment in making final executive compensation decisions and adjust the calculated corporate performance score up or down, as appropriate, to better reflect performance. This discretion was not exercised in 2016.

Effective for the 2016 calendar year, the corporate scorecard was re-designed to align with our strategic direction under the leadership of our new President and CEO, Mr. Garofalo. Our corporate scorecard is now based on four broad corporate performance categories, which are assessed against specific and measurable key performance indicators. This re-design provides the HRCC with a comprehensive overview of the organization’s performance to ensure bonus payouts are aligned with our results relative to Goldcorp’s strategic plan. We expect that, over the course of time, a broader range of corporate scores (both higher and lower) will be realized which will better align with the performance attained. The following table sets out the corporate performance scorecard and resulting achievements for 2016.

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2016 Corporate Performance

= Target met                     = Target partially met                     = Target missed

Category	Key Performance Indicators			Weight			Achievement	Score
Operational Excellence		•	Performance against internal budgets for production and unit costs		30	%			15	%
		•	Achieve Operating for Excellence targets
		•	Enhance life of mine planning and budget process to create integrated technical, financial and strategic mine plans
		•	Implement high-value innovation initiatives with key suppliers and elaborate long-term innovation strategy
Financial Excellence		•	Fund growth opportunities and maintain strong balance sheet with investment grade rating		20	%			5	%
		•	Grow net asset value per share by at least 5% (normalized)
		•	Achieve $160 million free cash flow1 before expansionary capital at $1,100 gold price (normalized)
		•	Relative Total Shareholder Return performance vs peer group
Growth		•	Replace mined reserves company-wide (normalized)		30	%			20	%
		•	Complete significant net asset value accretive acquisition and manage portfolio to enhance asset quality (normalized)
Leadership	Safety:				20	%			15	%
		•	Achieve zero fatalities
		•	Improve overall safety performance 5% from 2015, as measured by all injury frequency rate
	Sustainability/Corporate Affairs:
		•	Enhance sustainability performance through implementation of systems for SEMS performance measurement, compliance assurance and risk management.
		•	Enhance stakeholder partnerships and government relationships in key regions and monitor overall corporate affairs risk in regions
	Risk Management:
		•	Risk Management: implement a risk management governance framework and related structure based on a risk and control model (“Three Lines-of-Defence”), underpinned by strong culture of integrity and compliance
	People:
	•	Develop and implement optimization plans at sites, corporate and regional offices
	•	Develop and implement a leadership development program which includes identification of high-potential employees and creation of personal development plans. In addition, create succession plans for each EVP, senior management and critical positions
			FINAL SCORE						55	%

Note:

1. For non-GAAP performance measures, such as free cash flow, see our management’s discussion and analysis for the year ended December 31, 2016.

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Based on Goldcorp’s performance against the corporate metrics defined above, Mr. Garofalo and the HRCC recommended a score of 55% which was approved by the Board. For more information please see our “Letter to Shareholders” on page 25.

2016 corporate performance score of 55% aligned bonus awards with performance achieved

We achieved production and all-in sustaining cost guidance as we re-oriented the business model in 2016. Significant changes have been undertaken to focus Goldcorp, aligned with our strategy, on growing net asset value. Please see our Letter to Shareholders on page 25 for further details.

We continue to ramp-up to nameplate capacity at our Cerro Negro and Éléonore mines with a sustained focus on efficiency and productivity enhancements at our existing camps as well as advancing a robust project pipeline.

Growth continues to be fundamental to our strategy. We completed our acquisition of Kaminak Gold Corporation (the Coffee project in the Yukon) and announced major strategic projects across our existing portfolio including the Dome Century project at our Porcupine camp and expansion projects at Peñasquito and Musselwhite.

We continue to focus on reducing costs having identified 60% of our $250 million target in sustainable efficiencies to be implemented throughout our organization by 2018. We have delivered savings through restructuring and the implementation of a decentralized organizational model. We have also implemented efficiencies at our Cerro Negro mine and are currently identifying opportunities across our portfolio of operations.

We delivered a mixed safety performance in 2016. On the positive side, we experienced an 11% decrease in our all injury frequency rate (based on 200,000 hours) and a 4% decrease in our lost-time injury frequency rate. We did however, experience a fatality at our Marlin Mine in April, 2016.

In short, 2016 was a transition year for Goldcorp marked by our shift in focus from safe production at any cost to growing net asset value.

Individual Performance

At the beginning of the year, each NEO (other than our President CEO) establishes objectives for their portfolios aligned with our corporate objectives which are presented to the CEO for approval. Their individual performance is then assessed and measured against the approved objectives. Ratings are determined on a scale of one to five by the President and CEO and put forward to the HRCC for their review and recommendation to the Board for final approval. Each rating corresponds to a percentage multiplier from 0% to 200% of target (three corresponds with 100%) which is applied to the individual component of the executive’s bonus. For details regarding individual goals and achievements for our NEOs, see “Other NEO Compensation & Review” on page 47.

The President and CEO’s individual performance is assessed against objectives recommended by the CEO and approved by the HRCC. The CEO’s personal performance is also rated on a scale of one to five, on the basis of a recommendation by the HRCC for final approval by the Board. Mr. Garofalo does not have a role in determining his own compensation. For details regarding individual goals and achievements for our President and CEO, see “CEO Compensation & Review” on page 44.

Bonus awards are awarded subject to the discretion of the Board, commensurate with the position and performance of both the individual and Goldcorp. An award in any year does not guarantee an award in any subsequent year. In addition, Goldcorp adopted an expanded clawback policy that applies to all executives at the EVP level and higher. Under this policy, every covered executive agrees to have their incentive compensation (annual bonus and LTIs) clawed back if there is a material financial restatement whereby the executive engaged in misconduct received higher incentive compensation than he or she would have received absent the misconduct.

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2016 Bonus Awards

Below is the summary of the 2016 bonus results and payouts to the NEOs:

Executive	2016 Target Bonus		Performance			2016 Bonus Award		% of
	(C$)		Corporate	+	Individual	(C$)		Target
David Garofalo		1,562,500	80% x 55%	+	20% x 150%		1,156,250		74	%
Russell Ball		680,000	70% x 55%	+	30% x 150%		568,000		84	%
George Burns		680,000	70% x 55%	+	30% x 150%		364,000		54	%
Charlene Ripley		460,000	70% x 55%	+	30% x 157%		394,000		86	%
Brent Bergeron		420,000	70% x 55%	+	30% x 150%		351,000		84	%

Long-term Incentives (LTIs)

Our NEOs participate in our long-term incentive plan (“LTIP”), which is designed for the long-term motivation and retention of our executives, and to align compensation with the experience of our shareholders. Goldcorp’s 2016 LTIP is comprised of three equity-based vehicles: (i) PSUs, (ii) RSUs, and (iii) options.

2016 Target Mix of Annual Long-term Incentives

Executives	2016 Actual (% of Base			2016 LTI Mix
	Salary)			PSUs			RSUs			Options
CEO		0	%1		50	%		25	%		25	%
EVPs		244	%2		50	%		25	%		25	%

Notes:

1. Only award the current CEO received during 2016 was a one-time make-whole restricted equity award to compensate him for his 2015 bonus and equity grants forfeited upon his departure from his former employer.

2. 244% reflects the adjusted grant methodology described below (reduction from 300%).

Refer to 2017 Compensation section on page 42 for details regarding the LTI target reductions and changes to the LTI mix effective 2017.

LTIP Grant Methodology – Awards Made During 2016

In recent years, executive LTI awards were granted based on a target grant-date award value determined as a multiple of base salary. Given ongoing pressure on gold and other commodities prices, and the resulting decline in our share price experienced during 2015 and the beginning of 2016, the HRCC and Board determined this methodology would result in a significant and inappropriate increase in the number of units granted under each plan. Accordingly, the number of units awarded under each of the LTI plans in 2016 was based on a methodology that used a fixed number of units that was generally consistent with the number of units granted in 2015. This resulted in a year over year reduction in the grant-date value of LTIs of approximately 19% in Canadian dollar terms.

Given the incoming CEO, Mr. Garofalo, was appointed in February 2016 no LTI award was made during the 2016 annual compensation process. In March 2016, Mr. Garofalo was granted a one-time make-whole restricted equity award to compensate him for his 2015 bonus and equity grants forfeited upon his departure from his former employer fdg. For further details of Mr. Garofalo’s on-hire award please see page 45.

PSUs

PSUs are notional (i.e. cash-settled) share units that cliff-vest after three years. They align the interests of eligible participants with those of shareholders by tying the number of PSUs vesting to TSR performance achievement over three years. At payout, each vested PSU entitles the holder to the cash equivalent of one common share at the prevailing market price, as further discussed below.

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For awards made during 2016, TSR achievement was measured relative to the S&P TSX Global Gold Index (the “Index”) as well as on an absolute basis. On a vesting date, the number of units that vest will be adjusted by the performance multiplier which may range from 0% to 200% of target, depending on our relative performance during the relevant performance period. In order to ensure alignment with the shareholders’ experience, if we outperform the Index but have a negative absolute TSR, the vesting of PSUs is capped at 100%.

Relative TSR (calculated as CAR)	Payout Multiplier with Positive Absolute Goldcorp TSR1			Payout Multiplier with Negative Absolute Goldcorp TSR1
10 percentage points more than Index TSR		200	%		100	%
Equal to Index TSR		100	%		100	%
5 percentage points below Index TSR		50	%		50	%
More than 5 percentage points below Index TSR		0	%		0	%

Note:

1. Linear interpolation is used to determine payout multiplier between the defined performance points. For example, if Goldcorp’s TSR is 4% below the Index, the payout is 60%.

See the 2017 Compensation section on page 42 for details regarding changes to the PSU Plan design approved by the Board effective for awards made in 2017. See Schedule “B” for a summary of the terms of the PSU plan, including certain amendments that were made to the PSU plan effective for awards made during 2017.

2016 PSU Grants

During 2016, the Board, on the recommendation of the HRCC, granted a total of 181,474 PSUs to our NEOs, with a performance period from March 8, 2016 to February 6, 2019, as follows:

Executive	Number of PSUs		Value (C$)
David Garofalo		N/A		N/A
Russell Ball		51,653		747,419
George Burns1		58,540		847,074
Charlene Ripley		37,879		548,109
Brent Bergeron		33,402		483,327

Note:

1. In accordance with the terms of the PSU plan, on Mr. Burns’ resignation, these PSUs (and all unvested PSUs held at such date) were forfeited.

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2016 PSUs Payouts (2013 Grants)

Actual payouts reduced by 36% and 100% for respective executives, aligned with performance

The table below outlines the payouts made for the PSUs awards that were granted on February 27, 2013 and vested on January 28, 2016. The awards for Mr. Ball and Ms. Ripley were granted in May 2013 upon joining Goldcorp and are therefore outside of the annual process as outlined in the footnote below the table.

Executive	Value at Time of Grant (2013) (C$)		Number of PSUs Vested 1 (C$)		Value at Payout (2016) 3 (C$)		Difference
David Garofalo 2		N/A		N/A		N/A		N/A
Russell Ball 3		1,162,500		69,530.59		0		-100	%
George Burns		777,000		34,201.10		497,284		-36	%
Charlene Ripley 3		550,000		27,512.62		0		-100	%
Brent Bergeron		281,613		12,395.89		180,236		-36	%
Chuck Jeannes		2,000,000		88,034.31		1,280,019		-36	%
Lindsay Hall		877,000		38,603.14		561,290		-36	%

Notes:

1. These values are not included in compensation for 2016 in the “Summary Compensation Table” because they were reported as compensation for 2013 based on the value at the time of grant. This amount was calculated by multiplying the number of PSUs that vested in 2016 by C$15.84 (based on the 30-day volume-weighted average price of the common shares on the TSX prior to the vesting date) and applying the performance multiplier of 91.8%. These amounts include distribution PSUs, representing the dividends that would otherwise have been reinvested during the performance period.

2. Mr. Garofalo was not an executive of Goldcorp in 2013 and was not granted PSUs in 2013, therefore no value is reported for him.

3. Mr. Ball and Ms. Ripley received awards of PSUs on May 28, 2013 and May 14, 2013, respectively, upon joining Goldcorp to compensate them for the loss of LTIs as a result of leaving their former employers.

The chart below represents the value of the PSU awards on both the date of grant and the date of vesting. The payout reinforces the alignment of our PSU plan design to our shareholder experience.

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RSUs

RSUs are awarded annually as a time-based equity incentive that aligns the interests of participants with shareholders, enhances retention, and rewards the creation of shareholder value over the vesting period. Each RSU entitles the holder to one common share (settled by the issuance of a share from treasury) at the end of a restricted period determined by the Board. RSUs generally vest one-third per year beginning on the first anniversary of the date of grant. See Schedule “B” for a summary of the terms of the RSU plan.

2016 RSU Grants

During 2016, the Board, on the recommendation of the HRCC, granted a total of 298,795 RSUs to our NEOs as follows:

Executive	Number of RSUs			Value (C$)
David Garofalo		226,005	1		4,581,121
Russell Ball		20,718			419,954
George Burns2		23,481			475,960
Charlene Ripley		15,193			307,962
Brent Bergeron		13,398			271,577

Notes:

1. Represents the one-time “make-whole” restricted award to compensate Mr. Garofalo for his 2015 bonus and equity grants forfeited upon his departure from his former employer.

2. In accordance with the terms of the RSU plan, on Mr. Burns’ resignation, these RSUs (and all unvested RSUs held at such date) were forfeited.

Stock Options

Options provide the opportunity for our executives to purchase common shares in the future at a share price set at the time of grant. Options granted during 2016 have a seven-year term and vest in three equal annual installments starting on the first anniversary of the grant. See Schedule “B” for a summary of the terms of the stock option plan.

2016 Stock Option Grants

During 2016, the Board, on the recommendation of the HRCC, granted a total of 355,441 options to our NEOs as follows:

Executive	Number of Stock Options		Value (C$)
David Garofalo		N/A		N/A
Russell Ball		101,169		662,657
George Burns1		114,658		751,010
Charlene Ripley		74,191		485,951
Brent Bergeron		65,423		428,521

Note:

1. In accordance with the terms of the option plan, on Mr. Burns’ resignation, these options (and all unvested options held at such date) were forfeited.

Effective 2017, options have been eliminated from the annual LTI grant mix.

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Benefits and Perquisites

We provide our NEOs with a selection of benefits and perquisites to ensure their overall compensation package is competitive and attractive, and in line with other Canadian organizations. Our executive employee benefits program includes extended health and dental benefits, CONTACT employee and family assistance, basic life and basic accidental death and dismemberment insurance, long term disability coverage and Best Doctors coverage. In addition, we provide the option to participate in our ESPP, as described below.

Employee Share Purchase Plan

The ESPP is intended to attract and retain employees as well as encourage employees to align their interests with those of shareholders by acquiring a stake in Goldcorp. As well, the ESPP supports the executives who are subject to share ownership guidelines in accumulating Goldcorp shares and attaining their guidelines.

Participation in the ESPP is voluntary. All Canadian and corporate employees are eligible to participate. Employees can elect to contribute up to 10% of their salary, which is matched 50% by Goldcorp, up to a maximum of 3% of salary. Common shares for the plan are purchased in the open market. Employees have the right to vote any common shares that they own under the ESPP.

Post-Retirement and Other Benefits

Group RRSP for Canadian Corporate Employees

We sponsor a voluntary group RRSP program (“Group RRSP”) for Canadian corporate employees. Participating employees may choose to contribute between 1% and 9% of their annual base salary. We then match the employee contribution up to a maximum amount based on the annual limit set by the Canada Revenue Agency. This Group RRSP for Canadian corporate employees is the pension program in which the executives participate.

In 2016, the limitation on our matching contribution was C$12,685 per participating employee.

Supplemental Executive Retirement Plan

We also sponsor the SERP for the CEO, EVPs and other designated executive officers in Canada. The SERP was developed for executives who work in Canada and who are subject to the limitation imposed by the Canadian Income Tax Act (Tax Act) on annual RRSP contributions.

The SERP is considered to be a defined contribution plan for the purposes of this circular. For the purpose of the Tax Act, the SERP is intended to be a retirement plan funded as a retirement compensation arrangement. It is not intended to qualify as a registered pension plan.

SERP benefits are accumulated based on 15% of annual base salary plus the paid short-term incentive award, less our contributions to the Group RRSP. Contributions under the SERP are accumulated with interest, and are payable to the executives upon retirement, death or termination without cause. Payment at retirement or voluntary termination is only allowed after participating in the plan for five years (a five-year “vesting period”).

The SERP is funded through retirement compensation arrangements held by the Royal Trust Corporation. The SERP program is funded on an annual basis. We consider the SERP an important component of attraction and retention. During the year ended December 31, 2016, we paid a total of was C$2,280,804 in contributions on behalf of all our SERP members. Of this amount, was C$787,510 was contributed on behalf of the NEOs.

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Accumulated Pension Benefits under the SERP (up to and including 2016)

Executive	Accumulated value at start of year1 (C$)		Compensatory1, 2, 3 (C$)		Accumulated value At year end4, 5 (C$)
David Garofalo		0		174,815		179,627
Russell Ball		440,687		176,465		646,268
George Burns		1,079,878		184,685		1,329,091
Charlene Ripley		348,298		131,645		502,739
Brent Bergeron		333,903		119,900		475,484
Chuck Jeannes 6		3,767,504		0		4,002,180
Lindsay Hall 6		2,059,621		0		2,125,612

Notes:

1. Represented in Canadian dollars.

2. Employer contributions with respect to the year ended December 31, 2016 will be made by Goldcorp during the year ending December 31, 2017.

3. This amount excludes the annual return value.

4. This amount includes the annual return value.

5. SERP benefits are fully vested following five years of SERP membership. SERP benefits are fully vested for Messrs. Jeannes, Hall and Burns.

6. SERP payout was paid to Mr. Jeannes on December 12, 2016 and Mr. Hall on June 17, 2016. Value at year end reflects payout to SERP member. There were no compensatory contributions remitted to the SERP for either for 2016.

The contributions made by us on behalf of the executives to the group RRSP program during 2016 are disclosed under “All Other Compensation” in the “Summary Compensation Table” on page 52.

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Decisions made for 2017

For 2017 grants, target LTI multipliers for CEO and EVPs reduced by 25%

Share ownership requirements of 4 and 2 times base salary for the CEO and EVPs respectively maintained

During 2016 we undertook a significant review and re-design of our LTI program effective for 2017 grants and we have outlined the key highlights below that will be effective for the year beginning January 1, 2017:

Program	Change			Purpose
Long-term incentive awards grant multipliers	•      Reduced LTI multipliers by 25% for the CEO and Executive Vice Presidents. •      More specifically from 4x to 3x base salary for the CEO and 3x to 2.25x base salary for the EVPs.			•      Aligns executive pay with our philosophy of targeting total direct compensation (i.e., base salary, target bonus and LTIs) at the median of the Pay Comparator Group.
Long-term philosophy	•      LTI award multipliers subject to -/+ 25% modifier.			•      Provides front-end performance conditioning enabling the value of the grant to be aligned with performance.
Long-term incentive mix	•      Increased performance share units in LTIP mix to 75% (from 50%) for the CEO and EVPs. •      To accommodate shift in LTIP mix, stock options have been removed from 2017 grants.			•      Better align the interests of our executives with those of our shareholders. •      Increases the link between pay and performance to better align with long-term shareholder value creation.
Performance Share Units	Metrics: •      Addition of a net asset value growth metric with a weighting of 50%. •      Existing TSR metric will have an equal 50% weighting. Performance Peer Group: •      Relative TSR metric will now be measured against a select peer group of companies replacing the S&P/TSX Global Gold Index. The table below outlines our Performance Peer Group:			•      Addition of a medium-term net asset value metric directly links our executive pay with our strategy of growing net asset value. •      Embedding our Performance Peer Group within our PSU plan supports a transparent assessment of our performance relative to those gold mining organizations who have similar commodity cycles, operations and operating priorities and are subject to similar external market forces.
		Companies
		Barrick Gold Corporation	AngloGold Ashanti
		Newmont Mining Corporation	Kinross Gold Corporation
		Newcrest	Yamana Gold Inc.
		Agnico Eagle Mines Limited	Eldorado Gold Corporation
		Randgold	IAMGOLD Corp.

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Program Change Purpose

Performance Hurdles: •      Relative TSR (capped at 100% if the absolute share price is negative):
Criteria	Multiplier
Below 25th percentile of the Peer Group		0	%
25th percentile of the Peer Group		50	%
50th percentile of the Peer Group		100	%
75th percentile of the Peer Group		200	%
•      net asset value growth:
Criteria	Multiplier
0% NAV growth		0	%
5% NAV growth		100	%
10% NAV growth		200	%

The chart below provides an overview of the key elements of the performance unit share plan changes effective for 2017:

2017 Base Salaries

Executive	Position	2017 Base (C$)
David Garofalo	President and CEO		1,350,000
Russell Ball	EVP, CFO and Corporate Development		850,000
Charlene Ripley	EVP, General Counsel		600,000
Brent Bergeron	EVP, Corporate Affairs and Sustainability		560,000

Base salary increases were awarded for the calendar year 2017, effective January 1, 2017, to employees (including NEOs) at Goldcorp according to a budget with priority given to promotions or changing job responsibilities, reflecting the existing environment in the gold mining sector and our commitment to control operational costs.

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CEO Compensation & Review

CEO subject to one year non-compete, non-solicit clauses and must hold Goldcorp common shares for one-year post voluntary resignation, retirement or termination for cause

On February 29, 2016, Mr. David Garofalo joined Goldcorp as our President and CEO. Recognizing the importance of CEO compensation in setting the tone for pay for the organization, the HRCC and Board took a comprehensive approach in setting Mr. Garofalo’s pay.

Highlights of Mr. Garofalo’s employment agreement include:

• Base salary of $1.25 million and eligibility to participate in the short and LTI programs generally available to all executives.

• Severance in the event of termination either without cause or upon a change of control is set at 2x base salary and target bonus (compared to 3x for our former CEO).

• Non-compete and non-solicit clauses are effective for one-year following exit from Goldcorp for any reason.

• Requirement to maintain holdings in Goldcorp common shares for one-year post voluntary resignation, retirement or termination for cause.

Key Achievements in 2016

The following provides an overview of Mr. Garofalo’s individual achievements during 2016 and his corresponding individual performance score under the annual bonus plan:

• Drove transformational change with a focus on growing net asset value, reducing costs and identifying efficiencies across our portfolio of assets.

• Achieved production and all in sustaining cost guidance.

• Completed Goldcorp’s acquisition of Kaminak Gold Corporation.

• Initiated the Dome Century project in addition to expansion projects at Peñasquito and Musselwhite.

• Re-aligned the organization’s strategy with a focus on growing net asset value and re-designed the operating model to support the new strategy.

• Identified over 60% of targeted $250 million sustainable annual efficiencies to be implemented by 2018.

The HRCC considered Mr. Garofalo’s achievement of his 2016 personal goals and recommended the personal component of his bonus be awarded at 150% of target. The Board approved the HRCC’s recommendation.

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2016 Total Direct Compensation

The table below summarizes the 2016 actual total direct compensation (“TDC”) and 2017 TDC for Mr. Garofalo:

Pay Component	2016 Actual TDC (C$)			2017 Target TDC (C$)
Base Salary		1,250,000			1,350,000
Bonus		1,156,250			1,687,500
Long-Term Incentives:
PSUs		Nil			3,037,500
RSUs		Nil			1,012,500
Options		Nil			Nil
TDC		2,406,250			7,087,500
On-Hire Awards		4,581,121	1		N/A

Note:

1. Represents one-time “make-whole” restricted award to compensate Mr. Garofalo for his 2015 bonus and equity grants forfeited upon his departure from his former employer.

On-Hire Awards

Mr. Garofalo’s decision to join Goldcorp resulted in him forfeiting annual incentive compensation awards for his previous role as Chief Executive Officer at Hudbay Minerals Inc. In 2016, Mr. Garofalo was granted a one-time make-whole restricted equity award to compensate him for his 2015 bonus and equity grants forfeited upon his departure from his former employer. These RSUs were subsequently granted on March 8, 2016 and vest in three equal annual installments, which commenced on March 8, 2016.

The make-whole award was the only long term incentive award granted to Mr. Garofalo in 2016.

Details regarding other payments in connection with his hiring can be found under the “Summary Compensation Table” and associated footnotes.

During calendar year 2016, CEO awarded make –whole award only with no supplementary LTI award

Personal Investment in Goldcorp

During 2016, Mr. Garofalo purchased 43,000 Goldcorp common shares at a total purchase cost of C$1,011,960 using his personal savings to demonstrate his commitment to Goldcorp and our shareholders. This personal investment decision also contributes towards Mr. Garofalo attaining his share ownership guideline which is set at 4x his base salary.

Per the terms of Mr. Garofalo’s employment agreement, he must maintain his holdings in Goldcorp shares for one-year post voluntary resignation, retirement or termination for cause.

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CEO Take Home Pay

The chart below demonstrates that our CEO’s compensation is aligned to our performance and the experience of our shareholders by showing how the value of his take home pay together with the change in equity value has moved with our Absolute Total Shareholder Return.

* The only equity Mr. Garofalo received during 2016 was an on-hire RSU grant of 226,005 units, equal to the amount of bonus and LTIP forfeited when he resigned from his previous role as President & CEO of HudBay Minerals Inc.. Accordingly, take home pay includes the value of the vested portion of this award (one-third which vested in March 2016) and change in equity value reflects the change in the value of the unvested portion of the award between the grant-date (March 8, 2016) and year end.

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Other NEO Compensation & Review

The following discussion provides an overview of the individual achievements of each of the other NEOs during 2016 as well as their individual performance score under the bonus plan:

Russell D. Ball   Executive Vice President, Chief Financial Officer and Corporate Development   Mr. Ball was appointed our Executive Vice President of Capital Management on May 21, 2013, and then appointed Executive Vice President, Corporate Development and Capital Projects in December 2014. On March 9, 2016, Mr. Ball was appointed Executive Vice President, Chief Financial Officer and Corporate Development. Prior to his role with us, Mr. Ball served in varying capacities for Newmont Mining Corporation culminating with his appointment as Executive Vice President and Chief Financial Officer. He is both a Chartered Accountant from the Institute of Chartered Accountants of South Africa (1993) and a Certified Public Accountant in Colorado (1994). Mr. Ball graduated from the University of Natal in South Africa with a Masters degree in Accounting.

Mr. Ball’s 2016 achievements included:

• Overseeing the filing of an updated base shelf prospectus.

• Completing the extension of our $3 billion corporate revolving credit facility.

• Restructuring the finance function, including a treasury modernization initiative and developing a rolling 36-month forecast.

• Negotiating Goldcorp’s acquisition of Kaminak Gold Corporation.

• Identifying over 60% of targeted $250 million sustainable annual efficiencies.

Mr. Garofalo reviewed and considered Mr. Ball’s achievement of his 2016 personal goals and recommended the personal component of his bonus be awarded at 150% of target. The HRCC agreed with Mr. Garofalo’s recommendation, which was ultimately approved by the Board.

George R. Burns   Former Executive Vice President and Chief Operating Officer   Mr. Burns was appointed our Executive Vice President and COO on August 8, 2012. On January 26, 2017 Mr. Burns resigned from Goldcorp to assume the role of President and CEO of Eldorado Gold Corporation

Mr. Burns’ 2016 achievements included:

• Achieved gold production of 2.873 million ounces, in line with our guidance.

• Overseeing a reduction of 2016 all-in-sustaining costs to $856 per ounce versus 2015 actual of $894 per ounce.

• Overseeing the development and deployment of an improved planning and budgeting process to create integrated technical, financial and strategic mine plans.

• Negotiating Goldcorp’s acquisition of Kaminak Gold Corporation.

• Overseeing the ramp-up of operations at Goldcorp’s Borden Project and the ordering of major equipment.

Mr. Garofalo considered Mr. Burns’ achievement of his 2016 personal goals and recommended the personal component of his bonus be awarded at 50% of target. The HRCC agreed with Mr. Garofalo’s recommendation, which was then approved by the Board.

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Charlene A. Ripley   Executive Vice President, General Counsel   Ms. Ripley was appointed our Executive Vice President, General Counsel effective April 1, 2013. Prior to her role at Goldcorp, Ms. Ripley served as SVP & General Counsel at Linn Energy in Houston. She is a member of The Law Society of British Columbia, The Law Society of Alberta, Texas State Bar and Canadian Bar Association. Ms. Ripley also holds a Bachelor of Arts, with distinction, from the University of Alberta and earned her law degree from Dalhousie University in Halifax, Nova Scotia.

Ms. Ripley’s 2016 achievements included:

• Implementing a new Government Payments and Contributions Policy to support Goldcorp’s ESTMA reporting requirements.

• Strengthening the utilization of technology and analytics in the detection of irregular financial transactions and ethics and compliance violations.

• Rolling-out Goldcorp’s new Records and Information Management Policy and training program and piloting a new records and information management system.

• Enhancing the succession planning process of officers, senior management and critical positions; and holding the first global talent review.

• Leading the Corporate People team which co-led the corporate and regional G&A reduction project which drove an organizational model redesign, approximately $53 million in identified G&A efficiencies and an approximate 35% reduction in headcount.

• Continuing to strengthen the efficiency and cost effectiveness of the legal function through implementation of a new internal and external legal counsel service model; commencement of quarterly KPI reporting; and implementation of a new e-billing solution, for estimated global savings of more than $1 million.

Mr. Garofalo considered Ms. Ripley’s achievement of her 2016 personal goals and recommended the personal component of her bonus be awarded at 150% of target. The HRCC agreed with Mr. Garofalo’s recommendation, which was then approved by the Board.

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Brent Bergeron   Executive Vice President, Corporate Affairs and Sustainability   Mr. Bergeron was appointed the Executive Vice President, Corporate Affairs and Sustainability effective January 12, 2015. Mr. Bergeron has 20 years of international and government relations experience in many sectors such as government software, broadcasting, telecommunications and utilities. He has held progressively senior positions at various companies in Canada and Mexico where he was responsible for government relations 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.

Mr. Bergeron’s 2016 achievements included:

• Establishing Goldcorp’s leadership position within the industry by taking leadership roles in various policy initiatives including through leading discussions relating to Ontario’s Carbon Trade Pricing initiative for the mining industry.

• Continuing enhancement of Goldcorp’s sustainability initiatives including through the completion of training on our Sustainability Excellence Management System at each of Goldcorp’s operating and development sites.

• Improving Goldcorp’s Strategic Sustainable Communication Efforts including:

• Publishing Goldcorp’s 5th annual Corporate Sustainability Report.

• Receiving Canada’s Chartered Professional Accountants Association best overall Sustainability Report Award across all Canadian market segments.

• Receiving the Finance and Sustainability Initiative award for best overall Canadian Sustainability Report Award.

• Continuing improvement of Goldcorp’s security initiatives:

• In 2016, Goldcorp was successful in our application and became signatory of the Voluntary Principles on Security and Human rights.

• In 2016, Goldcorp tied for first place in the Peer Review Program Award by the UN Global Compact Network Canada based on the United Nation Global Compact’s ten principles around anti-corruption, labour, environment and human rights management.

• Continuing successful support of Goldcorp’s corporate development initiatives through the evaluation of social and political risk relating to any proposed transaction.

Mr. Garofalo considered Mr. Bergeron’s achievement of his 2016 personal goals and recommended the personal component of his bonus be awarded at 150% of target. The HRCC agreed with Mr. Garofalo’s recommendation, which was then approved by the Board.

Cost of Management

The table below provides the total cost of our NEO compensation, which has declined year-over-year.

Year	Total NEO Compensation (C$)			Total NEO Compensation as a % of Earnings from Operations			Total NEO Compensation as a % of Shareholder Equity
2016		24,177,017			4.3	%		0.1	%
2015		26,530,599			6.3	%		0.1	%
Change		(2,353,582	)		-2	%		0	%

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Share Ownership Guidelines

All executives at and above the Mine General Manager level are required to hold Goldcorp common shares that are worth a specified multiple of their base salary. The purpose of this policy is to align the interests of senior management with the long-term interests of shareholders. Executives have five years from the date that the ownership requirement applies to them to accumulate the required value of common shares. If their share ownership falls below the minimum market value, the individual has 18 months to acquire the additional common shares needed to meet the threshold.

Employee Group	Share Ownership Requirement
CEO	4 times base salary
EVP	2 times base salary
SVP	1 times base salary
VP and MGM	0.5 times base salary

Only common shares are considered when evaluating whether employees meet the share ownership guidelines. Common shares are valued at the higher of the closing price on December 31 each year or the actual value at the time they were acquired, whichever is greater.

2016 Share Ownership Requirements and Actual Share Ownership

Can only be fulfilled based on ownership of Goldcorp common shares and not unvested PSUs, RSUs and Options

Executive	Minimum Share Ownership (C$)		# of Common Shares Owned at December 31, 2016		$ Value of Current Ownership 1 (C$)		Meets Guidelines2
David Garofalo		5,000,000		50,123		916,248		N/A	3
Russell Ball		1,700,000		44,067		805,545		N/A	4
George Burns 6		1,700,000		86,573		1,582,536		Yes	5
Charlene Ripley		1,150,000		41,999		767,742		N/A	7
Brent Bergeron		1,050,000		5,768		133,005		N/A	8

Notes:

1. Valued based on closing share price of C$18.28 as at December 30, 2016.

2. Based on value of common shares as at December 30, 2016, or the value of shares at the time of purchase / acquisition by the executive, whichever is greater.

3. Mr. Garofalo has until December 31, 2021 to satisfy the minimum shareholding requirement.

4. Mr. Ball has until December 31, 2018 to satisfy the minimum shareholding requirement.

5. Based on the value of shares at the time of purchase/acquisition.

6. Mr. Burns resigned subsequent to the year ended December 31, 2016.

7. Ms. Ripley has until December 31, 2018 to satisfy the minimum shareholding requirement.

8. Mr. Bergeron has until December 31, 2020 to satisfy the minimum shareholding requirement.

50

Goldcorp Performance

Toronto Stock Exchange

The following graph compares our common shares with the S&P/TSX Composite Index and the S&P/TSX Global Gold Index. It looks at the yearly change in cumulative TSR if C$100 was invested in our common shares and each of the indices at December 31, 2011. The amounts assume the reinvestment of all dividends.

Given that LTIs represent, on average, more than 60% of our NEO’s total direct compensation, the value realized by our NEOs is tied directly to our share price performance. This reinforces the HRCC’s and the Board’s commitment to ensure alignment of compensation with performance and our shareholder experience. We believe that the 2016 bonus awards and the changes to the LTI awards for 2016 and 2017 are in line with Goldcorp’s performance against our rigorous measures.

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Summary Compensation Table

Name and principal position	Year	Salary (C$)1		Share- Based Awards (C$)2			Option- Based Awards (C$)3		Non-Equity Incentive Plan Compensation (C$)				Pension Value (C$)5		All Other Compensation (C$)6			Total Compensation (C$)
									Annual Incentive Plans4		Long- term Incentive Plans
Garofalo President and CEO	2016		1,250,000		4,581,121	7		Nil		1,156,250		Nil		174,815		1,157,702	8		8,319,888
Ball EVP, CFO and Corporate Development	2016 2015 2014		850,000 750,000 750,000		1,167,373 1,687,496 1,493,594			662,657 562,500 749,997		568,000 411,000 491,000		Nil Nil Nil		176,465 173,685 172,565		61,857 55,491 89,127	9  10		3,486,352 3,640,172 3,746,283
Burns Former EVP and COO	2016		850,000		1,323,034			751,010		364,000		Nil		184,685		60,062			3,532,791
	2015		850,000		1,912,510			637,498		466,000		Nil		198,435		45,759			4,110,203
	2014		850,000		1,692,731			850,002		556,000		Nil		237,315		48,897			4,234,945
Ripley EVP and General Counsel	2016		575,000		856,071			485,951		394,000		Nil		131,645		36,022			2,478,689
	2015		550,000		1,237,495			412,502		387,000		Nil		133,935		11,841			2,732,772
	2014		550,000		1,095,291			550,001		426,000		Nil		131,003		52,927	11		2,805,221
Bergeron EVP, Corporate Affairs and sustainability	2016 2015 2014		525,000 485,000 360,000		754,904 1,091,251 597,440			428,521 363,752 300,002		351,000 359,000 207,000		Nil Nil Nil		119,900 91,335 75,053		25,780 25,340 23,118			2,205,105 2,415,678 1,562,612
Jeannes Former President and CEO	2016		557,231		Nil			Nil		Nil		Nil		Nil		68,130	12		625,361
	2015		1,500,000		4,500,009			1,499,999		1,331,000		Nil		435,285		129,508	12		9,395,801
	2014		1,500,000		3,982,912			1,999,999		1,485,000		Nil		526,815		120,292	12		9,615,017
Hall Former EVP and CFO	2016		347,078		Nil			Nil		Nil		Nil		Nil		3,181,753	13		3,528,831
	2015		877,000		1,973,253			657,748		481,000		Nil		205,035		41,937			4,235,973
	2014		877,000		1,746,490			877,003		573,000		Nil		245,265		43,856			4,362,615
2016 NEO TOTALS	2016		4,954,309		8,682,503			2,328,139		2,833,250		Nil		787,510		1,434,106			24,177,017

Notes:

1. All salaries are paid in Canadian dollars.

2. The dollar amount in this column represents the total value ascribed to the RSUs and PSUs granted to the executives.

The RSU amounts of these dollar values in 2016 were calculated by multiplying the number of RSUs by the fair value of the award on the grant date March 8, 2016 of C$20.27. The RSU amounts of these dollar values in 2015 were calculated by multiplying the number of RSUs by the fair value of the award on the grant date March 3, 2015 of C$27.15. The RSU amounts of these dollar values in 2014 were calculated by multiplying the number of RSUs by the closing market price on February 26, 2014 of C$30.15. Numbers may not add up due to rounding. This is materially consistent with the accounting values used in our financial statements.

The PSU amount of these dollar values for 2016 were calculated by multiplying the number of PSUs granted by the March 8, 2016 grant date fair value of C$14.47 per PSU. Unless otherwise indicated, the PSU amount of this dollar value for 2015 – C$21.78 and for 2014 – C$20.26 per PSU. The key assumptions used under the binomial lattice model that were used in 2016, 2015 and 2014 are noted in the table below. We use a binomial lattice model for calculating the fair value of the PSUs. We selected the binomial lattice model because of the performance-based condition of the multiplier in the payout formula which cannot be accurately valued with the Black-Scholes model. This is consistent with the methodology we used for financial reporting purposes.

Unless otherwise indicated, for 2016, 2015 and 2014, the key assumptions under the binomial lattice model that were used to calculate the value of the PSU awards in the table above were as follows:

Year	Risk Free Interest Rate			Annual Dividend Yield of Goldcorp			Annual Dividend Yield of the S&P/TSX Global Gold Index			Historical Annual Volatility of the S&P/TSX Global Gold Index			Expected Stock-based Compensation Forfeiture Rate			Historical Annual Volatility of Goldcorp			Performance Period Expiry Date
2016		0.522	%		2.650	%		0.830	%		46.50	%		8.1	%		43.480	%	February 6, 2019
2015		0.467	%		2.870	%		2.170	%		38.523	%		4.9	%		40.983	%	March 3, 2018
2014		1.191	%		2.220	%		1.270	%		35.320	%		9.2	%		38.299	%	February 26, 2017

3. The dollar amount in this column represents the value of stock options granted to the executives. We use the Black-Scholes model for calculating the value of the stock options. This is consistent with the accounting values used in our financial statements.

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Unless otherwise indicated, for 2016, 2015 and 2014, the key assumptions used under the Black-Scholes model that were used for the stock option awards in the table above were as follows:

Year	Risk Free Interest Rate			Expected Option Life	Expected Volatility			Dividend Yield
2016		0.51	%	3		45.30	%		0.77	%
2015		0.53	%	3		39.87	%		2.86	%
2014		1.21	%	3		38.03	%		2.21	%

4. These amounts reflect bonuses paid to the executives for the noted year. Bonuses for the year ended December 31, 2016 were determined and awarded on February 15, 2017 and (other than to Mr. Burns) were paid to the executives on February 28, 2017 after finalization of our financial statements for such year. Mr. Burns’ bonus was determined for the prior year and paid to him on January 31, 2017.

5. These amounts represent SERP contributions made by us on behalf of the respective executive.

6. These amounts represent RRSP contributions, ESPP contributions and various benefit plan costs paid by Goldcorp on behalf of the respective executive.

7. Represents the one-time “make-whole” restricted award to compensate Mr. Garofalo for his 2015 bonus and equity grants forfeited upon his departure from his former employer.

8. Of this amount: (i) C$334,665.64 represents a one-time relocation and housing benefit paid by us with respect to Mr. Garofalo’s relocation to Vancouver; (ii) C$647,871.28 is related to a housing allowance; and (iii) the remainder of Mr. Garofalo’s other compensation is related to legal fees, insurance coverage and participation in various benefit plans.

9. C$21,045 of this amount represents fees for immigration application services with respect to Mr. Ball’s citizenship status in Canada.

10. C$53,096 ($48,073) of this amount represents relocation and housing benefits paid by us with respect to Mr. Ball’s relocation to Vancouver. This amount was converted to Canadian dollars at the 2014 exchange rate of C$1.00 = $0.9054.

11. C$40,765 ($36,909) of this amount represents relocation and housing benefits paid by us with respect to Ms. Ripley’s relocation to Vancouver. This amount was converted to Canadian dollars at the 2014 exchange rate of C$1.00 = $0.9054.

12. For 2015, C$21,499 ($16,812) of this amount represents accountant’s fees for tax return services paid by us on behalf of Mr. Jeannes for the year ended December 31, 2015. For 2014, C$18,900 ($17,112) of this amount represents accountant’s fees for tax return services paid by us on behalf of Mr. Jeannes for the year ended December 31, 2014. These amounts were converted to Canadian dollars at the exchange rates as follows: 2015 – C$1.00 = $0.8031, and 2014 – C$1.00 = $0.9054.

13. C$3,157,200 of this amount represents severance pay of twenty-four (24) months’ base salary plus two times Mr. Hall’s annual bonus at target in accordance with the terms of his executive agreement.

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Incentive Plan Awards

2016 Outstanding Share-Based and Option-Based Awards

Name

Option-Based Awards

Share-Based Awards

Number of Securities Underlying Unexercised Options

Option Exercise Price

Option Expiration Date 1

Value of Unexercised in-the- money Options 2

Number of Common Shares or Units of Common Shares that have not Vested 3

Market or Payout Value of Share-Based Awards that have not Vested 4

Market or Payout Value of Vested Share-Based Awards not Paid Out or Distributed

(#)

(C$)

(C$)

(#)

(C$)

(C$)

David Garofalo

Nil

n/a

n/a

n/a

150,670 RSUs Nil PSUs

2,754,248 n/a

Nil Nil

Russell Ball

223,989 109,329 101,169 101,169

27.53 30.41 27.15 20.27

May 28, 2018 Feb. 26, 2019 March 3, 2022 March 8, 2023

Nil Nil Nil Nil

42,751 RSUs 140,325 PSUs

781,488 2,565,141

Nil Nil

535,656

Nil

George Burns5

37,980 15,413 101,172 123,907 114,658 114,658

48.72 39.75 33.48 30.41 27.15 20.27

Feb. 28, 2017 Sep. 4, 2017 Feb. 27, 2018 Feb. 26, 2019 March 3, 2022 March 8, 2023

Nil Nil Nil Nil Nil Nil

48,452 RSUs 159,035 PSUs

885,703 2,907,160

Nil Nil

507,788

Nil

Charlene Ripley

358,281 80,175 74,191 74,191

29.63 30.41 27.15 20.27

May 14, 2018 Feb. 26, 2019 March 3, 2022 March 8, 2023

Nil Nil Nil Nil

31,349 RSUs 102,905 PSUs

573,060 1,881,103

Nil Nil

586,838

Nil

Brent Bergeron

18,060 36,667 43,732 65,423 65,423

48.72 33.48 30.41 27.15 20.27

Feb. 28, 2017 Feb. 27, 2018 Feb. 26, 2019 March 3, 2022 March 8, 2023

Nil Nil Nil Nil Nil

25,618 RSUs 81,612 PSUs

468,297 1,491,867

Nil Nil

229,305

Nil

Lindsay Hall

73,328 114,193 127,843 118,300

48.72 33.48 30.41 27.15

Feb. 28, 2017 Feb. 27, 2018 March 9, 2018 March 9, 2018

Nil Nil Nil Nil

n/a n/a

n/a n/a

Nil Nil

433,664

Nil

Notes:

1. Prior to May 20, 2008, Goldcorp granted certain stock options with terms of greater than five years.

2. Calculated using the closing market price of the common shares on the TSX on December 30, 2016 of C$18.28 and subtracting the exercise price of in-the-money stock options. These stock options have not been, and might never be, exercised. Actual gains, if any, on exercise will depend on the value of the common shares on the date of exercise.

3. This amount represents the total number of RSUs and PSUs granted to each executive that have not yet vested.

4. Calculated using the closing market price of the common shares on the TSX on December 30, 2016 of C$18.28.

5. Mr. Burns resigned from Goldcorp on January 31, 2017. All unvested options were forfeited on January 31, 2017. All vested options were forfeited on early of the original expiry date or March 2, 2017. All unvested RSUs and PSUs held by Mr. Burns on his resignation date were forfeited in accordance with their terms.

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Value Vested or Earned During 2016

Name	Option-Based Awards – Value Vested in 2016 1 (C$)	Share-Based Awards – Value Vested in 2016 2, 3 (C$)		Non-Equity Incentive Plan Compensation – Value Earned During the Year 4 (C$)
David Garofalo	Nil		1,572,995 – RSUs		1,156,250
			0 – PSUs
Russell Ball	Nil		488,698 – RSUs		568,000
			0 – PSUs
George Burns	Nil		481,748 – RSUs		364,000
			497,284 – PSUs
Charlene Ripley	Nil		686,346 – RSUs		394,000
			0 – PSUs
Brent Bergeron	Nil		205,573 – RSUs		351,000
			180,236 – PSUs
Chuck Jeannes	Nil		1,166,784 – RSUs		Nil
			1,280,019 – PSUs
Lindsay Hall	Nil		1,049,062 – RSUs		Nil
			561,290 – PSUs

Notes:

1. Calculated using the closing market prices of the common shares on the TSX on February 26, 2016 of C$18.73, February 29, 2016 of C$19.44, March 3, 2016 of C$20.04, March 9, 2016 of C$20.86, May 16, 2016 of C$23.85, and May 30, 2016 of C$21.65, the dates on which stock options vested during the year ended December 31, 2016, and subtracting the exercise price of in-the-money stock options.

2. RSU amounts were calculated using the closing market prices of the common shares on the TSX on February 26, 2016 of C$18.73, February 29, 2016 of C$19.44, March 3, 2016 of C$20.04, March 8, 2016 of C$20.88, March 9, 2016 of C$20.86, May 16, 2016 of C$23.85, and May 30, 2016 of C$21.65, the dates on which the restricted periods of the RSUs expired during the year ended December 31, 2016.

3. PSU values represent the cash payments made to executives for PSUs that were granted to them in 2013 for the performance period which ended on January 28, 2016, April 14, 2016 and April 28, 2016. The cash payout values were calculated by multiplying the number of PSUs that vested in 2016 (including distribution PSUs, representing the dividends that would otherwise have been reinvested during the performance period) by C$15.84 (based on the 30-day volume-weighted average price of the common shares on the TSX prior to the vesting date of January 28, 2016) and applying the performance multiplier of 91.8%.

4. These bonus amounts were paid in Canadian dollars.

During the year ended December 31, 2016, there were no stock options exercised by the executives.

Securities Authorized for Issuance

The details of our compensation plans under which equity securities of Goldcorp are authorized to be issued as of December 31, 2016 are set out below. These plans include the restricted share unit plan and the stock option plan.

Equity Compensation Plan Information as of December 31, 2016

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights 1		Weighted-Average Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans 3
Equity compensation plans approved by security holders		3,396,693 RSUs	C$	24.30	2		11,714,160 RSUs
		10,674,665 stock options	C$	28.03	2		9,335,347 stock options
Equity compensation plans not approved by security holders		Nil		Nil			Nil
Total		14,071,358	$	27.13	2		21,049,507

Notes:

1. Represents the number of common shares reserved for issuance upon exercise of outstanding stock options and RSUs.

2. Converted to Canadian dollars at the exchange rate for 2016 of US$1.00 = C$1.3427.

3. Based on the maximum number of common shares reserved for issuance as at December 31, 2016 upon exercise of RSUs under the restricted share plan and upon exercise of stock options under the stock option plan.

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TERMINATION AND CHANGE OF CONTROL BENEFITS

Employment Agreements

We have entered into an employment agreement with each of the NEOs. The following is a summary only and is qualified in its entirety by reference to the terms and conditions of the executive employment agreements and the applicable terms and conditions of the PSU plan, RSU plan, stock option plan and SERP.

The employment agreements specify that certain terms, conditions and benefits are applicable to each NEO in the event of a “Change of Control”, which is defined in each specific agreement, but generally means:

• a change in the composition of the majority of our Board in certain circumstances,

• an acquisition of a specified percentage of our outstanding voting securities, or in certain agreements, a specified transaction such as a business combination or merger,

• the sale, exchange or other disposition of a specified percentage or all or substantially all of our assets, or

• the winding-up, dissolution or liquidation of Goldcorp.

In the event of a Change of Control, the applicable terms, conditions and benefits only take effect when the following two triggers occur (the below referred to herein as a “Qualifying Termination”):

• there is a Change of Control, and

• within 12 months of such Change of Control, either (i) we give notice of our intention to terminate the executive’s employment for any reason other than just cause, or (ii) good reason/triggering event occurs and the executive elects to terminate the employment agreement and his or her employment.

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Summary of Vesting Provisions at Retirement / Termination / Death / Permanent Disability

Compensation Element	Termination Without Cause or Qualifying Termination Following Change of Control	Termination For Cause	Retirement	Death	Termination upon Permanent Disability
PSUs	Outstanding PSUs held will immediately vest	Forfeited1	Forfeited1	Performance period is deemed to end at the end of the quarter immediately before the date of death	Immediately vest upon disability
RSUs	Outstanding RSUs held will immediately vest	Forfeited2	Forfeited2	Outstanding RSUs held will immediately vest	Outstanding RSUs held will immediately vest
Options	Outstanding Options held will vest and remain exercisable at the earlier of the options expiry date or until 24 months from the date of termination.	Forfeited	Vested Options will cease to be exercisable 30 days after the retirement date, or such longer period as determined by the Board (but prior to the end of their original expiry date).	Vested options are exercisable until the earlier of 12 months after the date of death and the expiry date of such Options.	Outstanding Options held will vest and remain exercisable at the earlier of the Option expiry date or until 24 months from the date of termination.
Benefits	Provided continued participation is permitted under the terms of the applicable employee benefit plans, until the earlier of the executive’s obtaining alternate coverage under the terms of any new employment or a specified anniversary of the termination date.	Forfeited	No group benefits are provided to retirees	Ceases upon death	Ceases upon permanent disability
SERP	The accumulated balance in the executive notional SERP account as of the executive’s termination date, immediately vests if still in the five-year vesting period, and is paid as a lump sum amount to the executive, less any applicable amounts withheld for tax.	Forfeited	Lump sum payment, if five-year vesting period completed, less any applicable amounts withheld for tax.	Upon death while employed, deemed vesting and payable as a lump sum, less any applicable amounts withheld for tax.	Immediate vesting if in the five-year vesting period, and paid as a lump sum amount to the executive, less any applicable amounts withheld for tax.

Notes:

1. PSU Plan states that this is subject to Board discretion to modify the grant to provide that the performance period ends at the end quarter immediately before termination/retirement.

2. RSU Plan states that this is subject to Board discretion to modify the grant to provide that the restricted period terminates immediately prior to termination/retirement.

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Payments on Termination

Severance Entitlement

All of our NEOs are entitled to a severance payout upon termination without cause, or termination following a change of control (as defined on page 56). Severance payouts are equal to 2x each executive’s combined base salary and target bonus or the prior year’s bonus if that is higher than the target bonus.

Summary of Potential Payments at Termination Without Cause or Following a Change of Control

The table below assumes that the triggering event for termination occurred on December 31, 2016.

	Garofalo		Ball		Burns		Ripley		Bergeron
Termination Without Cause or Following a Change of Control
Severance Payment		2,500,000		1,700,000		1,700,000		1,150,000		1,050,000
Severance Bonus Payment		3,125,000		1,360,000		1,360,000		920,000		840,000
Unvested PSUs1		Nil		2,565,141		2,907,160		1,881,103		1,491,867
Unvested RSUs1		2,754,248		781,488		885,703		573,060		468,297
Unvested Stock Options1		N/A		Nil		Nil		Nil		Nil
Benefits2		30,550		25,936		45,424		27,706		25,910
SERP3		179,627		646,268		Nil		502,739		Nil
TOTALS		8,589,425		7,078,833		6,898,287		5,054,608		3,876,074
Voluntary Termination		Nil		Nil		Nil		Nil		Nil
Termination with Cause		Nil		Nil		Nil		Nil		Nil
Retirement		Nil		Nil		Nil		Nil		Nil
Termination upon Death4		2,933,875		4,465,793		4,328,810		3,303,692		2,235,197
Termination upon Permanent Disability4		2,933,875		4,465,793		4,328,810		3,303,692		2,235,197

Notes:

1. This amount is the value of all unvested PSUs, RSUs and stock options.

2. This amount includes health and medical plan premiums and the cost for the annual executive health examination. As necessary, values converted from US dollars to Canadian dollars at an exchange rate of $1.00 = C$1.3253

3. SERP benefits become fully-vested and payable upon termination without cause, change of control, death and total and permanent disability. These amounts represent the accumulated value of the SERP as at December 31, 2016 for each respective executive. There are no incremental payments for SERP benefits for Messrs. Burns and Bergeron as their SERP benefits are fully vested.

4. These amounts include the value of all unvested PSUs at the end of the calendar quarter immediately before the date of death or total disability, the value of all unvested RSUs on the date of death or total disability and any applicable SERP incremental payment. Nil value is included for stock options.

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Succession Planning

Succession planning in action with appointment of Todd White as EVP, COO

The Board is responsible for ensuring there is an orderly succession plan for the position of President and CEO and that the CEO has a succession planning process in place for his direct reports. He presents his succession planning report to the HRCC for their consideration on an annual basis.

In July 2016, the CEO and each EVP presented their respective succession plans to the HRCC for consideration and discussion. The succession plans included reviewing the identified talent, their career experience and achievements, their achievements at Goldcorp and the identification of development opportunities as well as planning for illness, disability and other unscheduled absences. This detailed and formalized process assesses the readiness of our internal talent to assume an executive position to drive business continuity and sustainability.

The HRCC provides a report to the Board on succession planning. Additionally, the Board ensures the succession plan includes a process that would respond to an emergency situation which requires an immediate replacement of the incumbent CEO or any of their direct reports. In December 2016, the COO succession plan was actioned with the appointment of Todd White, formerly the SVP, Technical Services and Business Excellence of Goldcorp, to this critical executive position following the resignation of George Burns.

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SHAREHOLDER ENGAGEMENT

Shareholder Engagement

We recognize the importance of strong and consistent engagement with our shareholders. We have in place policies and programs that ensure we understand and, when appropriate, address shareholder concerns. We have a comprehensive program designed to engage shareholders that aligns with the Canadian Coalition for Good Governance model policy of director and shareholder engagement on governance matters.

Event	Who engages	Who we engage with, when and what we talk about
Non-deal roadshows, meetings, calls and discussion	Directors and senior management	With institutional investors throughout the year to provide public information on our business, operations and sustainability initiatives and to get feedback on our governance processes and executive compensation
Quarterly conference call and webcast	Senior management	With the investment community to review our most recently released financial and operating results
Guidance release	Senior management	Released to the media, usually in early January, to report on our financial outlook for the coming year and to provide an overview of business operations and strategies
News releases	Senior Management	Released to the media throughout the year to report on any material changes with respect to Goldcorp
Broker-sponsored conference	Senior management	Speaking at industry investor conferences about public information on our business and operations
Investor Day	Senior management	Select Goldcorp investors and analysts are invited to attend each spring; and live webcast and presentations are made available on our website
Meetings, calls and discussions	Investor relations	With brokers and engagement with retail shareholders to address any shareholder-related concerns and to provide public information on Goldcorp
Regular meetings	Directors	With shareholder advocacy groups to discuss governance issues

We also post frequently asked questions on our website at www.goldcorp.com.

You can read more on how we engage shareholders on executive compensation in our “Say on Pay” section on page 12.

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Communicating with Us

We have established a number of ways to receive feedback from interested parties:

	1-800-567-6223
	info@goldcorp.com
	@Goldcorp_Inc
	Goldcorp
	Goldcorp-inc

For complaints and/or concerns with respect to Goldcorp’s accounting, internal accounting controls or auditing matters, interested parties should refer to the contact information provided at www.goldcorp.com.

Communicating with the Board

Shareholders, employees and others can contact the Board directly by:

	Writing to the Vice-Chair and Lead Director at our head office address noted below
	Telephone at 1-866-696-3055 or (604) 696-3055
	Email to directors@goldcorp.com

Available Board members and committee chairs will also be present at the meeting to receive questions from shareholders.

Shareholder Proposals

We must receive any shareholder proposal before 3:00 p.m. (Vancouver Time) on February 25, 2018 for it to be included in the circular and considered at the 2018 annual meeting of shareholders. Shareholders who wish to make a proposal should refer to Section 99 of the Business Corporations Act (Ontario) for a full description of the procedures to be followed. Proposals may be addressed to the Vice President, Diversity, Regulatory Affairs and Corporate Secretary at our head office address noted below.

Head Office Address

Goldcorp Inc. (Attention: Vice President, Diversity, Regulatory Affairs and Corporate Secretary)

3400 Park Place

666 Burrard Street

Vancouver, BC V6C 2X8

Say on Pay

Shareholders will be asked again this year to consider and approve an advisory resolution on our approach to executive compensation. See “Business of Meeting – Advisory Vote on Executive Compensation” on page 12.

The HRCC and the Board will continue to review and analyze the results of the advisory vote on our approach to executive compensation and consider all shareholder feedback related to executive compensation matters. To facilitate questions and comments from shareholders, you can communicate with the HRCC directly by writing to them at our head office address above or calling them at the number provided for communicating with the Board.

In order to ensure we receive meaningful feedback on executive compensation, we invite shareholders to write directly to the Chair of the HRCC at the head office address noted above.

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GOVERNANCE PRACTICES

We recognize the importance of corporate governance – the ways in which a board of directors oversees and governs a company – to ensure effective corporate management. We designed our governance programs to enhance shareholder value and protect employees. We are also subject to the rules put in place by Canadian and US securities regulators and the rules of the TSX and NYSE. We do not believe that there are any significant differences between our governance practices and those required to be followed by US companies under NYSE listing rules.

Our governance practices have been and continue to be in compliance with Canadian and US requirements.

Changes to the Board in 2017

Effective January 1, 2017 Mr. Charles Sartain joined the Board. Mr. Peter Dey will be retiring from the Board this year, and will not be standing for re-election at the meeting. Goldcorp would like to thank Mr. Dey for his dedication and commitment, and for providing the Board with valuable insight and perspective. Mr. Dey has been an independent director of Goldcorp since 2006.

Board of Directors – Independence and Key Policies

Independence of the Board

The Board and the Governance Committee considered the relationships of each of the nine director nominees to Goldcorp and determined that seven out of the ten members of the current Board, and seven out of the nine proposed nominees for election as directors, qualify as independent directors. We review independence in light of the requirements of National Instrument 58-101 – Disclosure of Corporate Governance Practices (NI 58-101) in Canada and the rules of the NYSE. None of the independent directors has a material relationship with Goldcorp that could impact their ability to make independent decisions.

Independence

Director/Nominee	Independent	Reason if not independent
Briscoe	✓
Dey1	✓
Franssen	✓
Garofalo	Ð	President and CEO
Pelletier	✓
Reifel	✓
Sartain	✓
Telfer	Ð	Party to employment agreement for continued service as Chairman
Trevino	✓
Williamson	✓

Note:

1. Mr. Dey is retiring and will not stand for re-election at the meeting.

Limit on Board service

We have a policy that no director may serve on four or more outside boards without approval from the Board. This ensures that directors have enough time to devote to the Board and reduces potential independence and conflict of interest issues.

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Limit on interlocks

An interlock occurs when two or more Board members sit together on other boards as well. Our policy is that no two directors may sit together on two or more outside boards without approval of our Board. As of March 13, 2017, there are no interlocks between Board members.

Supporting Our Strategic Advantage

Our strategy is based on long-term success and we feel that the best way to help ensure that success is to have a Board that:

• Understands the mining industry and its complex history.

• Understands our business within the context of that industry history.

Both of these factors mean we need to have highly experienced directors who stay on our Board for a meaningful period of time. We see mandatory retirement ages and term limits for directors as arbitrary, which is why we do not have specific retirement or tenure policies.

Instead, we rely on our annual director assessment process which provides a rigorous peer-driven review of each director’s abilities and continuing contributions and our Board Succession Policy to ensure the preservation and orderly renewal of a strong and independent Board. This ensures we do not deny our shareholders the wisdom and guidance of highly knowledgeable and motivated individuals. We also continue to monitor governance developments in both of these areas and reassess our policies regularly.

Retirement Policy

We do not have a specific retirement age requirement for directors. The Governance Committee and the Chairman, however, reviews the appropriateness of each Board member’s continued service in light of the annual performance evaluations. This assists us to remain focused on having wise, contributing Board members. The average age of our directors is 65 years.

Tenure Policy

We believe it is important to have a balance between directors who have a long history and organizational understanding of our business with directors who bring new perspectives and ideas to the Board. We value the experience and continuity provided by long-term directors. The average tenure of our directors is seven years. We monitor that average on an ongoing basis.

Special Roles on the Board

Separation of Chairman and CEO

Since 2006, the roles of Chairman and CEO have been separate. The Board believes this format best serves us and our shareholders by dividing the responsibility for day-to-day operations from the oversight of Goldcorp. However, as Mr. Telfer is not independent, the Board has also provided for a Vice-Chair and Lead Director since 2006. This role is currently held by Ms. Briscoe, who assumed the role effective April 28, 2016.

Role of the CEO

The CEO has overall responsibility for providing leadership and vision to develop business plans that meet our corporate objectives and day-to-day management of the operations of Goldcorp. The CEO is tasked with ensuring that we are effectively carrying out the strategic plan approved by the Board, developing and monitoring key business risks and ensuring we have appropriate policies and programs in place to provide for safe, effective operations that support the communities in which we work. The CEO is our principal spokesperson to the media, investors and the public.

Role of the Chairman

Mr. Telfer’s primary roles are to chair all meetings of the Board and shareholders and to manage the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities. These responsibilities include setting the meeting agenda; ensuring that the Board works together

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as a cohesive team with open communication; and working with the Governance Committee to ensure there is an effective Board, committee and director evaluation process.

The Chairman acts as the primary spokesperson for the Board, ensuring that management is aware of concerns of the Board, shareholders, other stakeholders and the public. The Chairman also ensures that our management strategies, plans and performance are appropriately presented to the Board.

Role of the Independent Vice-Chair and Lead Director

The primary focus of the Vice-Chair and Lead Director is to provide leadership for the independent directors and to ensure that the Board’s agenda enables it to successfully carry out its duties. The Vice-Chair and Lead Director chairs all of the independent director meetings and reports the results of these meetings to the CEO and the Chairman. Douglas Holtby served as the Vice Chair and Lead Director prior to Ms. Briscoe’s appointment.

The Vice-Chair and Lead Director’s key responsibilities include, among other things, acting as a liaison to ensure the relationships between the Board and management are conducted in a professional and constructive manner; supporting the Governance Committee in developing criteria for directors, identifying potential candidates and ensuring an adequate orientation program is in place; and reviewing director conflict of interest issues as they arise. The Vice-Chair and Lead Director also ensures that the Board has a process for assessing CEO performance and ensuring that appropriate succession, development and compensation plans are in place for senior management.

Position Descriptions

We have written position descriptions for each of the Chairman, the Vice-Chair and Lead Director and the CEO. The descriptions are reviewed and approved by the Governance Committee and the Board annually.

In addition, the terms of reference for each of the committees set out the responsibilities of both the committee and its respective Chair.

The terms of reference of the committees and the written position descriptions of the Chairman, the Vice-Chair and Lead Director and the CEO are available at www.goldcorp.com.

Director Expectations and Attributes

Expectations and Personal Commitments

All directors are expected to demonstrate high ethical standards and integrity, leadership and current fluency in their own field of expertise. Every director is required to comply with our Code of Conduct (the “Code”), all applicable policies and procedures, and our governance guidelines.

Board members are expected to develop and expand a broad and current knowledge of the nature and operation of our business, which is achieved in part through site visits each year.

Each director is expected to commit the time needed to be an effective and fully contributing member of the Board and each committee on which they serve. They are expected to attend all meetings of the Board and their committees, to come to the meetings fully prepared in order to actively participate and to remain in attendance for the duration of the meeting.

Skills

The Governance Committee maintains a matrix of the skill sets of the current directors. The matrix is reviewed annually and updated regularly. It is used as a reference tool for the assessment of Board composition and to assist in determining the skills the Board will seek in new director candidates.

Not every director has to be skilled in every area, but we seek a balance of necessary skills and experience to ensure that the Board is well-equipped to provide strategic support and constructive challenge to management.

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Our Board Skills

The following table sets out the matrix of skills of the directors proposed for nomination at the meeting.

Skill	Briscoe	Franssen	Garofalo	Pelletier	Reifel	Sartain	Telfer	Treviño	Williamson
Mining industry experience			✓	✓	✓	✓	✓		✓
Environmental, safety and sustainability	✓	✓		✓		✓
Mining				✓		✓
Metallurgy				✓
Exploration / Geology					✓
Energy/Water				✓			✓		✓
Banking / Finance	✓	✓	✓		✓		✓		✓
M&A		✓	✓	✓	✓	✓	✓	✓	✓
Accounting	✓		✓				✓	✓
Consulting and private equity				✓	✓
Social, economic and foreign policy		✓
Information technology			✓					✓
Human resources and compensation	✓	✓	✓	✓	✓		✓	✓	✓

Diversity – Board and Executive Officers

The Board and Governance Committee believe that diversity provides a depth of perspective and enhances overall Board operations. While our Board skills matrix above identifies the skills with the greatest ability to strengthen the Board given our current strategy, we are also focused on continually increasing diversity within the boardroom and diversity, including gender diversity, is taken into consideration in identifying new candidates for the Board. As at December 31, 2016, 33% of our directors were women (and 33% of the director nominees are women) and 20% of our executive officers were women. In addition, our directors and officers represent nine different nationalities, speak six different languages between them and self-identify with more than 20 distinct cultures/ethnicities.

Our Diversity Policy, approved by the Board in 2014, promotes the benefits of, and need for board diversity and, extending employment opportunities as well as opportunities for career advancement to all employees, without distinction as to gender, ethnicity, or any other basis. A copy of the Diversity Policy can be found on our website at: www.goldcorp.com.

The Governance Committee does not specifically define diversity, but values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election. Gender and geography are of particular importance to ensuring diversity within the Board. Women have typically been underrepresented on boards, and we believe that ensuring gender diversity and other forms of diversity will enrich the Board. The global nature of our business makes geographic diversity essential to Board efficiency. In this light, we seek to recruit Board candidates who represent both gender diversity and global business understanding and experience.

In response to the amendments to NI 58-101, the Governance Committee’s mandate was expanded in 2014 to consider and, if appropriate, develop recommendations to the Board on what changes to our current policies relating to the representation of women on the Board and in executive positions may be advisable. In 2016, Goldcorp won the Governance Professionals of Canada Award for Excellence for Best Practices to Enhance Boardroom Diversity.

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Board and Senior Management – FYE 2016	Male		Female
Board		6		3
Audit Committee		1		2
Human Resources & Compensation Committee		3		1
Governance and Nominating Committee		2		2
Sustainability, Environment, Health and Safety Committee		2		2
Senior Management (Executive Officers)		19		5

As a signatory to the Catalyst Accord and as a member of the 30% Club Canada (initiatives to increase the proportion of women directors on corporate boards), we support the goal to increase the representation of women on Canadian boards. With 33% female representation on our Board in 2016, we proudly surpassed the targets set by the Catalyst Accord (25% representation of women on the Board by 2017) and the 30% Club Canada (30% representation of women on the Board by 2019). We will continue to strive to increase diversity within the Board in years to come. The Diversity Policy provides guidelines for considering the need for diversity, including gender diversity, in executive appointments.

Diversity - Company

In 2016, the Vice President, Diversity, Regulatory Affairs and Corporate Secretary continued work with our Diversity Committee - comprised of a diverse group of employees from a range of different Goldcorp sites. The Diversity Committee raises awareness of diversity and inclusion across departments and focuses company efforts to enhance our inclusive workplace culture.

In 2016, the entire management team in both Canada and Latin America, including Mine General Managers, participated in Unconscious Bias training. This training raised awareness and deepened understanding of unconscious and conscious bias in the workplace, and provided strategies for disrupting and overcoming bias.

In September, 2016, we engaged a third party to survey a group of over 3,000 full time employees representative of all of our sites and offices, on the specific subject of diversity and inclusion. The survey gathered voluntary and anonymous data on demographic indicators and employee sentiment to provide management with a snapshot of the current state of diversity and inclusion in the company. The survey was well received and had a high response rate of over 70% and the feedback gathered will inform the growth of our diversity strategy in 2017.

To ensure gender diversity throughout our organization, we promote our acclaimed, enterprise-wide training, development and mentorship initiative for women at Goldcorp, entitled “Creating Choices”. Creating Choices strengthens the ability of our female employees to: understand opportunities for personal and professional growth; develop their self-confidence and courage; build strong partnerships with fellow employees and communities where we operate; gain access to mentoring; and receive recognition for their contributions to Goldcorp.

The second phase of the program, “Growing Choices”, was launched in 2015 and gives women insight into unwritten rules that govern corporate culture, such as creating a personal brand, work-life balance, career planning and building effective relationships. In 2016, work began on the third installment of the program, “Future Choices” aimed at providing women with the tools they need to lead and succeed.

Supported by our executive management and the Board, Creating Choices represents the Board’s and our commitment to diversity and inclusion. To date, over 1,700 women have graduated from the program (1,300 graduates of Creating Choices, and 450 graduates of Growing Choices).

We are an industry leader in supporting and promoting the advancement of women and women’s issues in the global mining industry, as illustrated by the success of our Creating Choices program and the growing proportion of women and our Board. We also support the UN Women’s Empowerment Principles, are proud sponsors of Rugby Canada’s National Senior Women’s 15s and 7s Teams, and are active members of the Canadian Board Diversity Council, the Canadian Centre for Diversity and Inclusion and the Minerva Foundation.

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Director Share Ownership as of December 31, 2016 and 2015

We align the interests of our directors with our shareholders by requiring that members of the Board own a minimum number of our common shares. Each non-executive director must hold common shares with a value equal to three times the annual retainer and after-tax equity compensation. The shareholdings of each non-executive director are valued using either the closing price of our common shares on December 31 each year or the value at the time they were acquired, whichever is greater. Directors have five years to meet the requirement and they must continue to hold the common shares throughout their service on the Board.

Currently, all of the non-executive directors have satisfied the share ownership requirements, except for Ms. Treviño, who has until December 31 2017, Mr. Pelletier, who has until 2019, and Ms. Franssen, who has until 2020 Mr. Sartain was appointed to the Board subsequent to the year ended December 31, 2016 and has not been included in the table below. Mr. Sartain has until 2021 to satisfy the requirement. Mr. Garofalo will have until 2021 to satisfy the share ownership requirement. See page 45 for details regarding Mr. Garofalo’s personal investment in Goldcorp.

Director	Since		Year		Common Shares Held		Amount at Risk2 (C$)			Multiple of Annual Retainer			Annual Retainer3 (C$)			After-Tax Value of RSUs4, 5 (C$)			Amount Required (C$)			Minimum met
Briscoe		April 2006		2016		50,654		925,955			9.26			166,666			88,083			764,246			Yes
				2015		42,504		1,464,263			14.64			127,870			97,884			677,262			Yes
				+/-		+8,150		(538,308	)		(5.38	)		+38,796			(9,801	)		+86,984			—
Dey1		June 2006		2016		47,319		864,991			8.65			100,000			78,264			534,792			Yes
				2015		39,253		1,370,322			13.70			127,870			91,148			657,054			Yes
				+/-		+8,066		(505,331	)		(5.05	)		(27,870	)		(12,884	)		(122,262	)		—
Franssen		April 2015		2016		16,132		294,893			2.95			100,000			78,264			534,792			N/A	6
				2015		8,066		128,975			1.29			127,870			91,148			657,054			N/A	6
				+/-		+8,066		+165,918			+1.66			(27,870	)		(12,884	)		(122,262	)		—
Pelletier		May 2014		2016		27,063		662,570			6.63			100,000			88,083			564,248			Yes
				2015		18,997		303,762			3.04			127,870			97,884			677,262			N/A	7
				+/-		+8,066		+358,808			+3.59			(27,870	)		(9,801	)		(113,014	)		—
Reifel6		Nov. 2006		2016		4,058,376		74,187,113			74.18			100,000			88,083			564,248			Yes
				2015		4,050,310		64,764,457			64.76			127,870			97,884			677,262			Yes
				+/-		+8,066		+9,422,656			+9.42			(27,870	)		(9,801	)		(113,014	)		—
Telfer		Feb. 2005		2016		200,866		3,671,830			36.71			1,000,000			88,083			3,264,248			Yes
				2015		192,800		5,650,968			56.50			1,000,000			97,884			3,293,652			Yes
				+/-		+8,066		(1,979,138	)		(19.79	)		—			(9,801	)		(29,404	)		—
Treviño		Feb. 2012		2016		19,987		365,362			3.65			100,000			88,083			564,248			N/A	8
				2015		15,767		252,114			2.52			127,870			97,884			677,262			N/A	8
				+/-		+4,220		+113,248			+1.13			(27,870	)		(9,801	)		(113,014	)		—
Williamson		Nov. 2006		2016		60,573		1,107,274			11.07			100,000			78,264			534,792			Yes
				2015		52,507		839,587			8.40			127,870			91,148			657,054			Yes
				+/-		+8,066		+267,687			+2.67			(27,870	)		(12,884	)		(122,262	)		—

Notes:

1. Mr. Dey is retiring and will not stand for re-election at the meeting.

2. Amount at risk is the total value of the common shares held. Except as otherwise indicated, for 2016, it is calculated using the closing price of the common shares on the TSX on December 30, 2016 of C$18.28. For 2016, for Mr. Pelletier, the value of common shares is calculated based on the average acquisition share price. Except as otherwise indicated, for 2015, it is calculated based on the average acquisition share price. For 2015, for each of Ms. Franssen, Mr. Pelletier, Mr. Reifel, Ms. Treviño and Mr. Williamson, the value of the common shares is based on the closing price of the common shares on the TSX on December 31, 2015 of C$15.99.

3. For the year ended December 31, 2015, the annual retainer was converted to Canadian dollars at the exchange rate for 2015 US1.00=C$1.2787.

4. For the year ended December 31, 2016, the value of the RSUs has been calculated using the value of the RSUs granted to the directors in 2016 of C$168,418 (based on the closing price of the common shares on the TSX on March 8, 2016 of C$20.88. RSUs granted in 2016 were subject to a withholding tax at a rate of 47.70%, other than for Ms. Franssen and Messrs. Dey and Williamson who were subject to a withholding tax rate of 53.53%.

5. For the year ended December 31, 2015, the value of the RSUs has been calculated using the value of the RSUs granted to the directors in 2015 of C$180,598 (based on the closing price of the common shares on the TSX on May 5, 2015 of C$22.39. RSUs granted in 2015 were subject to a withholding tax at a rate of 45.80%, other than for Ms. Franssen and Messrs. Dey and Williamson who were subject to a withholding tax rate of 49.53%.

6. As 2015 was the first year Ms. Franssen was a director of Goldcorp, she has until 2020 to satisfy the minimum shareholding requirement.

7. Mr. Reifel holds his common shares directly or indirectly.

8. As 2014 was the first year Mr. Pelletier was a director of Goldcorp, he has until 2019 to satisfy the minimum shareholding requirement.

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9. As 2012 was the first year Ms. Treviño was a director of Goldcorp, she has until December 31, 2017 to satisfy the minimum shareholding requirement.

Director Processes and Programs

Nomination

The Governance Committee is responsible for identifying and recruiting new candidates for nomination to the Board. The Governance Committee recommends to the Board for approval, a long-term plan for Board composition. The plan considers:

• The independence of each director

• The competencies and skills the Board, as a whole, should possess such as financial literacy, integrity and accountability, the ability to engage in informed judgment, governance, strategic business development, excellent communications skills and the ability to work effectively as a team

• The current strengths, skills and experience represented by each director, as well as each director’s personality and other qualities that most affect Board dynamics

• Our strategic direction

The Governance Committee does not set specific minimum qualifications for director positions. Instead, nominations for election or re-election to the Board are based on a particular candidate’s merits, skills and our needs after taking into account the current composition of the Board.

We evaluate candidates annually for nomination for election as directors. The Governance Committee considers an individual’s skills, diversity, independence, experience in critical areas and the ability to devote adequate time to Board duties and responsibilities. The Governance Committee seeks to achieve the appropriate balance of industry and business knowledge as set out in the skills matrix and takes into account personal integrity, judgment and reputation.

Whenever a seat on the Board is being filled, candidates who appear to best fit the needs of Goldcorp and the Board are identified. Potential candidates are then interviewed and further evaluated by the Governance Committee and the Chairman before they are presented to the Board for consideration.

The Governance Committee may also consider expanding the Board if presented with a potential candidate whose skills would complement the current Board.

Additionally, the terms of reference for the Governance Committee includes the responsibility to consider and develop recommendations to the Board on what changes to Goldcorp’s current policies relating to the representation of women on the Board and in executive officer positions may be advisable from time to time.

Board Succession Policy

A Board Succession Policy was adopted by the Governance Committee and approved by the Board on May 6, 2009. This policy acknowledges that it is in our best interests, and in our shareholders best interests, to provide for the orderly succession of directors, while ensuring the continuity of core competencies in the governance of a major global mining company, and the improvement or addition of new skill sets to address evolving trends in our business.

In order to facilitate the orderly replacement of outgoing Board members, the policy mandates that directors should, when possible, provide the Board with at least six months’ notice of their intention not to stand for re-election at the next annual general meeting, or to resign prior to the annual general meeting. In addition, board succession planning is discussed at various Governance Committee meetings throughout the year, and is discussed in the context of the annual assessments of the Board.

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Orientation

The Governance Committee is responsible for ensuring that new directors receive a comprehensive orientation program that ensures they are equipped to contribute to the Board from their very first meeting. The orientation includes:

• Written information about the duties and obligations of directors, our business and operations and documents from recent Board meetings

• An orientation meeting, one-on-one with members of management, to learn about the business, get acquainted with management and facilitate future direct contact as needed

• Invitations to attend all committee meetings, regardless of whether the director is a member, to improve understanding of mandates and the division of labour between the committees and the Board

• Arrangements for the new director to visit an operating site (which is encouraged at least annually for all directors) to see first-hand how Goldcorp operates

• Provision of relevant analyst reports on a regular basis

Education

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. Continuing education ensures directors are advised of industry developments and emerging governance issues and requirements and ensures directors understand issues faced within our business.

The Governance Committee oversees ongoing education for all directors on behalf of the Board. To develop appropriate programs that help directors become familiar with our business and operations including our reporting structure, strategic plans, financial issues, risk issues and general legal compliance programs, they:

• Periodically canvass directors to determine their training and education needs and interests

• Request management to prepare additional information sessions as needed

• Arrange ongoing visits by directors to our facilities and operations

• Arrange the funding for directors to attend seminars or conferences of interest and relevance to their position as a director of Goldcorp

• Encourage and facilitate presentations by outside experts to the Board or committees on matters of particular importance or emerging significance

Per diem directors’ fees are not paid for attending courses, seminars or conferences, but are paid for site visits to our operations. Our continuing education policy encourages Board members to attend conferences and pursue further education and, pursuant to this policy, all expenses incurred in connection with such continuing education are paid for by us.

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Current Directors’ Continuing Education During 2016

Date	Hosted by	Topic / Description of Event	Attendees
February 2016	ICD/Rotman School of Management	Graduated from the Directors Education Program	Clem Pelletier
February 2016	BMO Capital Markets	Global Metals and Mining Conference	Ken Williamson
March 14-17, 2016	Goldcorp	Sustainability Summit, Mexico	Bev Briscoe Margot Franssen Clem Pelletier David Garofalo
April 10-15, 2016	Cerro Negro Mine (Argentina)	Mine visit. Attendees toured the mine and received presentations on sustainability, environment, health and safety matters.	Bev Briscoe Clem Pelletier Ian Telfer Ken Williamson Dave Garofalo Margot Franssen Randy Reifel
May 2016	Bank of America Merrill Lynch	Global Metals, Mining and Steel Conference	Ken Williamson
June 2, 2016	ICD	National Conference	Ian Telfer
October 3-7, 2016	Red Lake Mine, Porcupine Mine and Borden Project (Ontario)	Mine and project visits. Attendees toured the mine and received presentations on sustainability, environment, health and safety matters.	Margot Franssen Clem Pelletier Bev Briscoe1 Randy Reifel
Various	ICD	Breakfast sessions	Bev Briscoe

Note:

1. Ms. Briscoe only attended the visit to Porcupine Mines and Borden Project.

Assessments

The Board is committed to regular assessments of its own effectiveness and that of the committees and individual directors. Every year the Governance Committee makes recommendations to the Board regarding the process to be followed and the issues to be explored. For 2016, both a questionnaire and interview process were used.

The Board assessment questionnaire is reviewed and updated by the Governance Committee. It explores views of the members in the following five key areas:

Key area	Specific items assessed
Board assessment	Board structure, composition, mandate, roles and responsibilities and effectiveness
Committee assessment (each committee)	Committee meetings, composition, mandate, committee operations and effectiveness
Peer evaluation	Attendance, preparedness, contribution and participation, knowledge of the business and required skills and expertise
Self-evaluation	Attendance, preparedness, contribution and participation, knowledge of the business and required skills and expertise
Overall comments and performance	Comments on the overall performance of the Board, committees, individual members or general company matters

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Committees

We have four standing committees as shown below. From time to time the Board may appoint additional ad hoc – special purpose – committees.

All of the committees are made up entirely of independent directors. The CEO does not participate in making appointments to the committees.

Directors are rotated from one committee to another, as appropriate, and the role of the Chair is rotated among committee members when practical to allow for new ideas and experiences on each committee.

You can access the terms of reference for each committee at www.goldcorp.com.

Meetings

Board Meetings

The Board meets at least four times a year – once every quarter, and once in December to review strategy and budget. The Board meets as many additional times as it needs to deal with our current business and affairs.

Committee Meetings

The Audit Committee and the HRCC meet at least four times a year while the remainder of the committees of the Board meet at least twice a year. Committees also meet as many additional times as they feel is necessary to deal with our current business and affairs. The President and CEO and the Chairman may attend such meetings, but do not receive any additional compensation for such attendance.

Attendance Policy

Directors are expected to attend, in person, all meetings of the Board and all meetings of each committee of which they are a member. Attendance by telephone is allowed in appropriate circumstances.

In 2016, our non-executive directors attended 100% of all Board meetings.

Directors who do not meet the attendance requirements set out below are expected to submit their resignation from the Board to the Chair of the Governance Committee for consideration. Providing a lower threshold for international directors allows us to access candidates who provide substantial value on the Board, but who face significant travel burdens.

Where director resides	Submit resignation if attends less than
Canada or the US	75% of regularly scheduled Board and committee meetings
Outside of Canada or the US	60% of regularly scheduled Board and committee meetings

Directors are also expected to be fully prepared for each meeting (having read the materials and being ready to actively participate) and to stay for the entire meeting.

If a director cannot attend a meeting, he or she is required to contact the Chairman, the CEO or the Vice President, Diversity, Regulatory Affairs and Corporate Secretary as soon as possible after the meeting for a briefing on the business presented.

Directors are also expected to attend the annual shareholders’ meeting each year unless they face an unforeseen circumstance. Historically, a majority of the directors have attended our annual shareholders’ meetings.

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Board and Committee Attendance During 2016

	Board					Audit Committee					Human Resources & Compensation Committee					Governance Committee					Sustainability Committee
Meetings Held	6 meetings					5 meetings1					8 meetings1					4 meetings1					5 meetings1
Director	Number Attended		%			Number Attended		%			Number Attended		%			Number Attended		%			Number Attended		%
Bell2		2		100			N/A		N/A			N/A		N/A			2		100			3		100
Briscoe3		6		100			5		100			N/A		N/A			2		100			5		100
Dey4		6		100			N/A		N/A			8		100			4		100			N/A		N/A
Franssen		6		100			N/A		N/A			8		100			N/A		N/A			5		100
Garofalo5,6		4		100	(5)		N/A		N/A			N/A		N/A			N/A		N/A			N/A		N/A
Holtby2		2		100			3		100			4		100			N/A		N/A			N/A		N/A
Jeannes2		1		50			N/A		N/A			N/A		N/A			N/A		N/A			N/A		N/A
Pelletier		6		100			N/A		N/A			N/A		N/A			4		100			5		100
Reifel		6		100			N/A		N/A			8		100			N/A		N/A			5		100
Telfer6		6		100			N/A		N/A			N/A		N/A			N/A		N/A			N/A		N/A
Treviño		6		100			5		100			N/A		N/A			4		100			N/A		N/A
Williamson		6		100			5		100			8		100			N/A		N/A			N/A		N/A
Overall Attendance				98	%				100	%				100	%				100	%				100	%

Notes:

1. Directors who are not members of the committee attended certain of these meetings by invitation and received compensation for such attendance.

2. Messrs. Bell and Holtby and Jeannes retired from the Board prior to the end of the year ended December 31, 2016. Accordingly, the “Number Attended” and percentage reflects only those meetings held while Messrs. Bell, Holtby and Jeannes were directors.

3. Ms. Briscoe was appointed member of the Governance and Nominating Committee effective April 28, 2016. Accordingly, the “Number Attended” and percentage reflects only those meetings held subsequent to Ms. Briscoe being appointed as a member of the Governance Committee.

4. Mr. Dey is retiring and will not stand for re-election at the meeting.

5. Mr. Garofalo was elected as a director effective April 28, 2016. Accordingly, the “Number Attended” and percentage reflects only those meetings held subsequent to Mr. Garofalo being appointed as a director.

6. Messrs. Garofalo and Telfer are not members of any committee of the Board as they are not deemed to be independent. Both of them participate in various committee meetings, but do not receive any additional compensation for attending. Each committee holds independent in camera meetings without Messrs. Garofalo or Telfer present.

In Camera Sessions

The independent directors meet in camera – without management or non-independent directors present – as a group at the end of most regularly scheduled Board meeting. In 2016, the independent directors met five times. For unscheduled Board meetings, the independent directors meet in camera on an as-needed basis.

All committees are made up of only independent directors, but Messrs. Garofalo and Telfer participate in various committee meetings from time to time without receiving additional compensation. Every committee holds an in camera session at each scheduled meeting and may meet in camera at unscheduled meetings.

Group	Number of Meetings			In Camera Meetings2
Board		6	1		5
Audit		5			4
Compensation		8			7
Governance		4			3
Sustainability		5			4

Notes:

1. Three meetings were held via conference call.

2. In camera sessions are held only at scheduled Board and Committee meetings.

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Board Mandate

Roles and Duties At-A-Glance

The Board has a primary responsibility to foster the short and long-term success of Goldcorp and is accountable to the shareholders. The directors are stewards of our company and, through their oversight of the CEO, set the tone for our conduct.

The Board has significant roles and duties in each of seven core areas:

Core area	Key responsibilities
Board affairs	•  Annual evaluations of Board, committees and directors •  Director renewal (nominations, orientation, continuing education) •  Board and committees terms of reference •  Governance practices
Human resources	•  CEO performance, compensation and succession •  Executive compensation •  Compensation strategy and programs
Strategy and plans	•  Adopt and review strategic planning process •  Annually approve strategic plan •  Annually approve capital and operating budgets •  Oversee performance against plan and budgets
Financial and corporate issues	•  Oversee internal control and management information systems •  Approve financial disclosure •  Approve financings and material debt programs •  Recommend auditors and approve audit fees
Business and risk management	•  Oversee identification and management of principal risks •  Assess effectiveness of risk management systems
Policies and procedures	•  Approve and monitor compliance with our Code •  Approve and monitor all significant policies •  Oversee management’s operations to high ethical and moral standards •  Periodically review key policies and reports
Compliance reporting and corporate communications	•  Ensure effective communication processes with shareholders and stakeholders •  Approve and review the disclosure, confidentiality and insider trading policy •  Ensure appropriate financial and annual reporting

See Schedule “C” for the full text of the terms of reference for the Board. In addition, the full text of the terms of reference for the Board and the committees can be found on the “Governance and Policies” page in “About Us” at www.goldcorp.com.

Strategic Planning

Solid strategic planning is essential to our success and we rely on input from the Board to ensure we have a strong, achievable and value-maximizing plan in place each year.

We hold an enhanced strategic planning meeting with the Board each year. The meeting is led by management and provides an opportunity for the Board to review our strategic plan in detail before its approval. The strategic plan takes into account, among other things, trends within the industry and opportunities and risks we face as a company. The Board may make amendments to the strategic plan before or after its initial approval and may also direct key strategic objectives for the coming year.

We also follow a rigorous process for reviewing and updating our annual and life-of-mine strategic operating plans. These operating plans assist us in making decisions with respect to capital and resource allocation and help direct key corporate strategic initiatives.

The Board reviews and approves the budget and three-year operating plans on an annual basis. On a quarterly basis, the Board assesses our performance against our strategic and operational objectives.

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Code of Conduct

The Board has adopted the Code for directors, officers, employees and applicable third parties conducting work for us or on behalf of us. The Code may be accessed under our profile at www.sedar.com or at www.sec.gov or on our website at www.goldcorp.com. The Code is available in English, Spanish and French and clearly defines how anyone working for us or on our behalf expected to conduct themselves while representing the company. Significant efforts are made to ensure our employees fully understand their responsibilities under the Code through training, leadership communications, certification requirements and awareness initiatives. The level of awareness and understanding of our Code is periodically monitored by our Ethics and Compliance department through global assessments.

Enforcement

The Audit Committee is responsible for monitoring compliance with the Code and related policies by reasonably ensuring that all directors, officers, employees and applicable third parties receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. To achieve this, we have developed an integral awareness program. The program includes a combination of corporate and site-driven online and in-person training and a meaningful communications strategy that applies company-wide.

Everyone covered by the Code has a duty to report suspected Code violations. They are also responsible for helping to identify and raise potential issues before they lead to Code violations. In addition to the direct reporting of ethics-related instances, site and regional management must report all instances of Code violations or suspected violations as part of our quarterly disclosure process.

Our Ethics Committee oversees the timely and appropriate assessment and follow-up of the reports received.

Incident Reporting Requirements

Goldcorp has multiple channels to report instances of actual or potential violations of the Code. These channels include:

• Direct reporting to local or corporate management

• Direct reporting to compliance-related functions (e.g., Ethics and Compliance, Legal, Human Resources or Internal Audit)

• Reporting through the Alternative Ethics Reporting Channels (e.g., confidential toll-free hotlines, internal reporting email address – ethics.help@goldcorp.com – and reporting web portal – www.goldcorp.ethicspoint.com)

We have implemented internal investigation protocols to ensure that all reports, complaints and queries received by our Ethics and Compliance department are appropriately managed and escalated.

Ethics Committee

In order to address Code matters in a timely, unbiased and appropriate manner, we have formed an internal Ethics Committee that oversees our Compliance Program and the Ethics Reporting Process. Goldcorp’s Ethics Committee is a multidisciplinary and independent group of corporate employees and officers chaired by our EVP and General Counsel. The members of the Ethics Committee are:

• Executive Vice President and General Counsel (Chair)

• Executive Vice President and Chief Operating Officer

• Executive Vice President, Corporate Affairs and Sustainability

• Senior Vice President, Controller

• Vice President, People

• Vice President, Diversity, Regulatory Affairs and Corporate Secretary

• Vice President, Internal Audit

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Goldcorp Global Policies

Many of our key global policies, in addition to being stand-alone policies, are an integral part of our Code and violations of these policies are treated as violations under the Code. Other key policies state our values and objectives in areas important to our long-term success. Our key policies include:

Policy	Part of Code	More information
Anti-Bribery and Anti-Corruption Policy	✓	See Schedule “A”
Environmental and Sustainability Policy	✓	See Schedule “A”
Corporate Social Responsibility Policy		See Schedule “A”
Human Rights Policy	✓	See Schedule “A”
Occupational Health and Safety Policy	✓	See Schedule “A”
Donations Policy	✓	See Schedule “A”
Political Contributions Policy	✓	See Schedule “A”
Disclosure, Confidentiality and Insider Trading Policy	✓	See Schedule “A”
Social Media Policy		See Schedule “A”
Diversity Policy		See page 65

Guidelines

The Board encourages and promotes an overall culture of ethical business conduct by:

• Promoting a safe work environment

• Promoting compliance with applicable policies, laws, rules and regulations

• Providing meaningful training and guidance to directors, officers and employees to help them recognize and deal with ethical issues

• Promoting a culture of open communication, honesty and accountability

• Ensuring application of applicable and consistent disciplinary actions for violations of business ethics principles

The Code, and its related policies, provides specific guidelines and requirements for dealing with situations that may be encountered in the normal course of business.

All Code violations must trigger corrective actions.

The Board reasonably ensures that directors, officers and employees are familiar with the provisions of the Code regarding disclosing conflicts of interest and how to obtain direction from management and/or from the Ethics Committee on any potential conflict of interest. This helps to ensure that independent judgment is exercised in all circumstances. In addition to the Code, Section 132 of the OBCA addresses conflicts of interest of a director of an Ontario corporation such as Goldcorp. Among other things, a director of a corporation who (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, is required to disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest. Such a director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction relates to the director’s remuneration as a director or indemnity or insurance for services as a director, or is with an affiliate of the corporation.

Goldcorp also monitors and enforces other related global policies such as our Disclosure, Confidentiality and Insider Trading Policy and our Anti-Bribery and Anti-Corruption Policy. In this regard, we have developed and implemented a structured Anti-Bribery and Anti-Corruption compliance program which consists of a combination of training and risk-based preventive and detective actions executed throughout our organization.

The Board also encourages a culture of ethical business conduct and integrity through its formal meetings and informal discussions with management. The Board believes that a strong and consistent tone from the top from the management team regarding the importance of acting ethically in how we conduct our business promotes an ethical culture as well as appropriately monitoring the activities of our employees and applicable third parties to ensure compliance.

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AUDIT COMMITTEE

Mandate

The primary function of the Audit Committee is to assist the Board in fulfilling its financial reporting and controls responsibilities to the shareholders of Goldcorp and the investment community. Members of the Audit Committee are independent and financially literate as required under Canadians securities laws and NYSE rules. The external auditors report directly to the Audit Committee. You can access the full text of the Audit Committee’s terms of reference at www.goldcorp.com. More information relating to our Audit Committee can be found in our most recent annual information form in the section entitled “Audit Committee”.

2016 Highlights

The Audit Committee considered, reviewed or approved the following matters:

Area	Actions
Financial Reporting	Approved the audited and unaudited consolidated financial statements and the corresponding MD&A
Independent Auditors	Reviewed the 2016 audit service plan Met regularly in camera with the independent auditors Received the reports of the independent auditors on Goldcorp’s financial statements
Internal Audit	Received internal audit reports Received internal audit plan for 2016
Committee Operations	Recommended to the Board approval of Audit Committee Terms of Reference and Checklist Reviewed quarterly updates on Goldcorp’s financial performance Reviewed treasury reports Received quarterly legal, ethics and insurance updates Approved the 2016 budget and 2016 guidance Reviewed and discussed shelf prospectus offering Approved an amendment to Goldcorp’s dividend payment schedule Approved the implementation of a dividend reinvestment plan Received report on 2015 mineral reserves and resources Discussed anti-bribery and anti-corruption program compliance Received reports from Disclosure Committee Received a presentation on tax updates Received updates on hedging activities Met in camera with the CEO and CFO Conducted annual self-evaluations

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HUMAN RESOURCES & COMPENSATION COMMITTEE

Mandate

The primary function of the Human Resources & Compensation Committee (HRCC) is to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues and to establish a plan of continuity for executive officers and other members of senior management. Members of the HRCC are independent. The independent compensation advisor reports directly to the HRCC. You can access the full text of the HRCC’s terms of reference at www.goldcorp.com.

Member Skills

Each of the members of the HRCC have direct experience in both public and private sector executive compensation enabling the HRCC to make decisions on the appropriateness of Goldcorp’s compensation policies and practices.

Member	Relevant skills and experience
Dey1	Mr. Dey is the Chairman of Paradigm Capital Inc. and a director of Granite REIT (formerly known as MI Developments Inc.). He is also the Chairman of the Private Sector Advisory Group of the Global Corporate Governance Forum. Former positions include: Chairman of the Ontario Securities Commission, Chairman of Morgan Stanley Canada, Senior Partner of Osler, Hoskin & Harcourt LLP and Chair of the TSX Committee on Corporate Governance. In certain of these positions, Mr. Dey directly managed or oversaw executive compensation programs. In addition, Mr. Dey’s intimate familiarity with all aspects of capital markets, financial transactions and domestic and international markets provides value and informed perspective to the Compensation Committee. Mr. Dey is a member of the ICD in Canada.
Franssen	Ms. Franssen is the founder and past-president of The Body Shop Canada. She has also served on numerous boards, including the Canadian Imperial Bank of Commerce (CIBC). As a director of CIBC, Ms. Franssen served on the Compensation Committee and directly managed or oversaw executive compensation programs.
Reifel	Mr. Reifel is President and a director of Chesapeake Gold Corp. (Chesapeake). Former positions include: director of Glamis Gold Ltd. and President, founder and a director of Francisco Gold Corp. (Francisco), which discovered the El Sauzal gold deposit in Mexico and the Marlin gold deposit in Guatemala, mines currently owned by Goldcorp. Mr. Reifel directly managed or oversaw the executive compensation programs as President of both Chesapeake and Francisco. Mr. Reifel is a member of the ICD in Canada.
Williamson	Mr. Williamson is currently an independent consultant and a director of Tahoe Resources Inc. Former positions include: director of Glamis Gold Ltd., director of Uranium One Inc. and Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. As Chair of the Compensation Committee at Tahoe Resources Inc. and Glamis Gold Ltd., Mr. Williamson directly managed or oversaw the executive compensation programs. Mr. Williamson is a member of the ICD in Canada.
Sartain	Mr. Sartain was the Chief Executive Officer of Xstrata’s global copper business and has experience servicing on public company boards. Mr. Sartain is a member of the NACD and ICD.

1. Mr. Dey is retiring and will not stand for re-election at the Meeting.

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2016 Highlights

The HRCC considered, reviewed or approved the following matters:

Area	Actions
Executive and Director Compensation	Reviewed the corporate performance metrics and approved changes to the long-term incentive mix and pay comparator group Received management’s presentations on executive compensation matters (including trends and peer groups) and reports of Institutional Shareholder Services, Inc., Glass, Lewis & Co., LLC and Kingsdale Advisors Received presentations from Willis Towers Watson on executive and director compensation matters, including compensation risk assessment Received presentations from Hugessen, in camera, on executive compensation matters Discussed CEO, executive officer and Mine General Manager share ownership requirements Approved changes to director compensation for 2016
CEO Performance Evaluation	Approved CEO Terms of Reference Assessed, in camera, CEO compensation Conducted evaluation of the CEO for the year ended December 31, 2016
Equity Based Compensation	Approved amendments to the stock option plan and RSU plan for 2016
Committee Operations	Approved changes to the HRCC Terms of Reference, including changing the name of the committee to the “Human Resources and Compensation Committee” Approved the Say on Pay policy Received management’s assessment of compliance with laws, regulations and disclosure requirements Reviewed management information circular disclosure, including CD&A Received proposed succession plans for executives Reviewed and discussed, in camera, CEO succession plan Discussed various organizational changes Discussed Board Guidelines and director overboarding
Other Matters	Reviewed the 2015 Management Pension Committee annual report Approved certain supplementary SERP memberships Approved the appointment of certain new officers Approved grants of RSUs to certain employees Received a presentation on diversity from the Vice President, Diversity, Regulatory Affairs and Corporate Secretary Conducted annual self-evaluations

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GOVERNANCE COMMITTEE

Mandate

The primary function of the Governance Committee is to provide a focus on governance that will enhance Goldcorp’s performance, to assess and make recommendations regarding Board effectiveness and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors. Members of the Governance Committee are independent. You can access the full text of the Governance Committee’s terms of reference at www.goldcorp.com.

2016 Highlights

The Governance Committee considered, reviewed or approved the following matters:

Area	Actions
Board Succession Plan	Discussed succession plan for directors
Director Development	Reviewed policies on director orientation and continuing education Reviewed the responsibility matrix for the roles of Chairman, Vice-Chair and Lead Director and President and CEO Updated the Board skills analysis matrix Received report from the Chairman on peer feedback surveys Approved director, committee and peer evaluation process for 2016
Policy Considerations	Reviewed share ownership requirements for the CEO, EVPs, Mine General Managers and directors
Committee Operations	Conducted an independence evaluation of the Board members Conducted an independence and financial literacy evaluation of the Audit Committee members Approved the Terms of Reference and Checklist for the Chairman, Vice-Chair and Lead Director Recommended director nominees for the 2016 annual and special meeting of shareholders Approved the committee chairs and composition Received the draft annual corporate and securities regulatory filings report Approved amendments to the majority voting policy
Shareholder Engagement	Received a report from the Chair of the committee regarding a shareholder engagement event in New York
Other Matters	Received reports on diversity from the Vice President, Diversity, Regulators Affairs and Corporate Secretary Accepted invitation to join 30% Club Canada Received a presentation on directors’ and officers’ liability insurance Discussed meeting with Canadian Coalition of Good Governance Reviewed internal analysis of Globe and Mail governance ranking Conducted annual self-evaluations

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SUSTAINABILITY COMMITTEE

Mandate

The primary function of the Sustainability Committee is to review and monitor the sustainable development, environmental, health and safety policies and activities of Goldcorp on behalf of the Board. Members of the Sustainability Committee are independent. You can access the full text of the Sustainability Committee’s terms of reference at www.goldcorp.com.

2016 Highlights

The Sustainability Committee considered, reviewed or approved the following matters:

Area	Actions
Policies and standards	Oversaw the release and reviewed the 2015 Annual Sustainability Report Oversaw the management of the Sustainability Excellence Management System Discussed implementation of Voluntary Principles on Security and Human Rights
Incident reviews / Health & Safety	Discussed fatality at Marin Mine and lessons learned Received quarterly updates on health, safety and sustainability Received 2015 Safety and Health Annual Report Reviewed and discussed Goldcorp’s safety and health strategy towards zero fatalities Reviewed and discussed development and rollout of StepIN, a standardized and global application of the basic elements of mine site supervision
Mine Visits and Updates	Traveled to the Cerro Negro, Red Lake and Porcupine mines and Borden project Discussed proposed visits to the Kaminak project and Musselwhite, Éléonore and Peñasquito mines
Committee Operations	Approved amendments to the Sustainability Committee Terms of Reference Received updates on corporate social responsibility and environmental matters Conducted annual self-evaluations

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DIRECTORS’ APPROVAL

The contents of this Management Information Circular and the sending thereof to the shareholders of Goldcorp have been approved by the Board of Directors.

BY ORDER OF THE BOARD OF DIRECTORS

“Ian W. Telfer”

Ian W. Telfer

Chairman of the Board

March 13, 2017

Vancouver, British Columbia

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SCHEDULE “A”

Key Policy Descriptions

Anti-Bribery and Anti-Corruption Policy

Our Anti-Bribery and Anti-Corruption Policy outlines requirements that must be fulfilled by all our employees, officers and directors, as well as by any third-party working for or acting on our behalf. These requirements include prohibitions against bribing government officials, making facilitation payments and commercial bribery.

The policy also provides employees with clarity regarding: books and records transparency; giving gifts to government officials; making political or charitable contributions; third-party oversight and due diligence; internal controls; and management’s responsibility to promote and create awareness of the policy.

Environmental and Sustainability Policy

We have implemented an Environmental and Sustainability Policy which states that Goldcorp and our 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 our 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.

To meet these responsibilities, we will provide our employees with the necessary resources to:

• Design, construct, operate and close our 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 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 our 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 our materials, resources and products

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

The Environmental and Sustainability Policy is available at www.goldcorp.com.

Corporate Social Responsibility Policy

Our Corporate Social Responsibility Policy provides guidelines for us to operate in a way that: respects the safety and health of employees; protects the environment; respects the human rights of employees and the residents of the communities in which we operate; and contributes to the sustainable development of those communities.

The policy is guided by international standards and best practices and is supported by strategic relationships and other policies. Through partnerships and consultation from the beginning of project development, we seek to foster engagement with stakeholders to generate prosperity that is sustainable beyond the operating life of our mines.

The policy provides that we will meet our 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 our business processes.

The Corporate Social Responsibility Policy is available at www.goldcorp.com in English, Spanish and French.

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Human Rights Policy

Our Human Rights Policy commits us to integrating human rights best practices into all of our business and decision-making processes. The policy mandates that we operate in a way that respects human rights of employees and the communities in which we operate. It is informed by international law and provides that we will seek to establish constructive dialogue and partnerships with a variety of stakeholders on human rights performance.

We regularly review and assess the effectiveness of and compliance with the policy, and employees and contractors are trained on the provisions of the policy. Information regarding assessments and performance are made available to the public through the annual Global Reporting Initiative.

The Human Rights Policy is available at www.goldcorp.com in English, Spanish and French.

Occupational Health and Safety Policy

We have adopted an Occupational Health and Safety Policy to guide our objective of a safe and healthy workplace. The policy provides that we 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 at www.goldcorp.com.

Donations Policy

Our Donations Policy establishes objectives and guidelines for the administration of our corporate giving program. It outlines the four key areas of priority activities where we support and contribute to the communities where we operate, which include education, healthcare, community development, and arts and culture.

The Donations Policy is available at www.goldcorp.com.

Disclosure, Confidentiality and Insider Trading Policy

Our Disclosure, Confidentiality and Insider Trading Policy was adopted to ensure that we meet our obligations under securities laws and stock exchange rules. The policy establishes guidelines regarding various matters, including the timely disclosure of material information, the confidentiality of undisclosed material information and the preparation and release of public communications made on Goldcorp’s behalf.

The policy also prohibits anyone from trading in our securities when that person is in possession of certain material information and provides for the imposition of trading blackout periods.

Social Media Policy

We set expectations for our employees about the use of social media in relation to employment through the adoption of our Social Media Policy in line with our other policies, including the Code of Conduct, the Disclosure, Confidentiality and Insider Trading Policy and the Information Technology Policy. The term “social media” refers to web-based tools that are used to share information and opinions, host conversations and build relationships. Under the terms of the policy, among other things, we have established certain persons who are authorized to speak and write on our behalf and to manage our official social media accounts and provided guidelines for engaging in personal social media about Goldcorp.

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SCHEDULE “B”

Description of Goldcorp’s Equity Incentive Plans

Performance Share Unit Plan

The following is a summary of the Performance Share Unit Plan for the year ended December 31, 2016.

Purpose

The Performance Share Unit Plan is intended to serve the following three purposes: (a) to recognize individual performance and value to the organization, (b) to help ensure that the executive is retained within Goldcorp during a highly competitive market environment, and (c) to help ensure that each of the executive officers works towards increasing share performance and, along with shareholders, benefits from the future success of the organization.

Eligibility

The Performance Share Unit Plan provides that performance share units may be granted by the Board or, if the Board so determines, the Compensation Committee, to senior management (“Eligible Executives”). From time to time the Board or the Compensation Committee will determine the provisions and restrictions with respect to performance share unit awards in accordance with the terms of the Performance Share Unit Plan, taking into account each Eligible Executive’s present and potential future contributions to the success of Goldcorp. Each performance share unit award is evidenced by a written agreement between Goldcorp and the Eligible Executive (the “Performance Share Unit Agreement”).

The three-year performance period deters short-term focused decision-making, and there is no payout if performance does not meet our threshold. There is a limit of a 200% multiplier for positive Absolute Total Shareholder Return and Relative Total Shareholder Return performance well exceeding that of our relative comparator, the S&P/TSX Global Gold Index. The maximum is in place to prevent excessive payouts and to act as a disincentive against imprudent risk-taking.

Payment

The Board or the Compensation Committee may establish performance-based criteria which, if met by the Eligible Executive or Goldcorp, will entitle the Eligible Executive to be paid an amount in excess of or less than, as the case may be, the fair market value of one common share for each performance share unit on the applicable deferred payment date.

Each performance share unit (and Distribution performance share unit, as defined below) awarded to an Eligible Executive for services performed during the year in which the performance share unit is granted entitles the Eligible Executive to receive a cash payment in an amount equal to the fair market value as at the date specified in the applicable Performance Share Unit Agreement multiplied by the applicable multiplier, to be determined on the last day of the performance period or such earlier date as may be applicable in the event of the cessation of employment of an Eligible Executive prior to the end of the performance period.

Performance Period

Unless otherwise specified by the Board or the Compensation Committee, the performance period in respect of a particular performance share unit award is three years less 30 days from the date of grant of the applicable performance share unit. The Board or the Compensation Committee, in its sole discretion, may adjust the amount paid to the Eligible Executive at the end of the performance period if the Board or the Compensation Committee determines that material unusual circumstances occurred during the performance period that affected the achievement of the performance-based criteria.

Attributes

When distributions are paid on any common shares, additional performance share units will be credited to the Eligible Executive’s performance share unit account as of the distribution payment date. The number of additional performance share units (“Distribution performance share units”) to be credited to the participant’s performance

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share unit account will be determined by dividing the dollar amount of the distribution payable in respect of the common shares underlying the performance share units and Distribution performance share units allocated to the Eligible Executive’s performance share unit account by the fair market value per share on the date the distribution is paid.

Payments in respect of performance share units and Distribution performance share units will be made within 30 days after the end of the performance period and, in the case of employees who have ceased to be employed by Goldcorp, within 30 days after the date on which the Eligible Executive ceases to be so employed, provided that all payments in respect of performance share units and Distribution performance share units will be made not later than December 31^st of the third calendar year following the calendar year during which the applicable performance share units were granted.

No acceleration of the performance period of any performance share unit was approved by the Board during the year ended December 31, 2016 or as of the date of this circular.

Change of Control

Performance share units immediately vest only (i) on a change of control; and (ii) within 12 months of such change of control if Goldcorp terminates the employment of the participant for any reason other than just cause.

Termination, Retirement, Death or Disability

If an Eligible Executive ceases to be actively employed by Goldcorp during the performance period because of the Eligible Executive’s termination or retirement, all performance share units and Distribution performance share units previously awarded to the Eligible Executive will be forfeited and cease to be credited to the Eligible Executive on the termination date or retirement date, as the case may be, however, the Board or the Compensation Committee has the absolute discretion to modify the grant of the performance share units to provide that the performance period will be deemed to have ended at the end of the calendar quarter immediately before the termination date or retirement date, as the case may be, and the amount payable to the Eligible Executive will be calculated as of such date.

In the event of the death or total disability of an Eligible Executive, the performance period will be deemed to have ended at the end of the calendar quarter immediately before the date of death or total disability of the Eligible Executive and the amount payable to the Eligible Executive or his or her executors, as the case may be, will be calculated as of such date.

Amendments Subsequent to 2016

Effective for grants to be made on or after January 1, 2017, the HRCC has approved amendments to the Performance Share Unit Plan. A discussion of the changes to the Performance Share Unit Plan for 2017 can be found on page 42.

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Restricted Share Unit Plan

The following is a summary of the Restricted Share Unit Plan for the year ended December 31, 2016.

Purpose

The Restricted Share Unit Plan serves the following two purposes: (a) to recognize exceptional performance in the previous year, and (b) to secure for Goldcorp and its shareholders the benefits inherent in the ownership of common shares by employees and directors. A vesting element is included as an incentive for the executive to remain with Goldcorp.

The Restricted Share Unit Plan provides that share-based awards in the form of restricted share units may be granted by the Board on the recommendation of the Compensation Committee, to employees and directors as a discretionary payment in consideration of past services to Goldcorp. Each restricted share unit entitles the holder to one common share at the end of a restricted period as determined by the Board (the “Restricted Period”).

Our current intention is to use the Restricted Share Unit Plan for grants of restricted share units to officers as a discretionary payment in consideration of past services to Goldcorp and to our non-executive directors as part of their annual retainer at a value of no greater than $150,000 (approximately equal to 8,066 restricted share units for the year ended December 31, 2016) per non-executive director each year.

Restricted Share Unit Plan Limits

An aggregate of 21,690,276 common shares have been reserved for issuance under the Restricted Share Unit Plan, representing approximately 2.54% of the issued and outstanding common shares as at December 31, 2016 and approximately 2.54% of the issued and outstanding common shares as at March 13, 2017. As of March 13, 2017, restricted share units entitling holders to an aggregate of 3,294,207 common shares, representing approximately 0.4% of the issued and outstanding common shares, were outstanding under the Restricted Share Unit Plan and 8,098,454 common shares have been issued upon expiry of Restricted Periods attached to outstanding restricted share units granted under the Restricted Share Unit Plan. This leaves 10,297,615 common shares (including 3,294,207 common shares issuable under outstanding restricted share units), representing approximately 1.2% of the issued and outstanding common shares, available for issuance under the Restricted Share Unit Plan.

Eligibility

The Restricted Share Unit Plan provides that the maximum number of common shares issuable to insiders, at any time, pursuant to the Restricted Share Unit Plan and any other security-based compensation arrangements of Goldcorp, is 10% of the total number of common shares then outstanding. The maximum number of common shares issued to insiders, within any one year period, pursuant to the Restricted Share Unit Plan and any other security-based compensation arrangements of Goldcorp, is 10% of the total number of common shares then outstanding. The maximum number of common shares issued to independent directors of Goldcorp, within any one year period, pursuant to the Restricted Share Unit Plan is 1% of the aggregate maximum number of common shares available for issuance under the Restricted Share Unit Plan. The number of common shares then outstanding means the number of common shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable restricted share unit.

Attributes

Except pursuant to a will or by the laws of descent and distribution, no restricted share unit and no other right or interest of a participant under the Restricted Share Unit Plan is assignable or transferable.

Each restricted share unit entitles the holder to one common share at the end of a Restricted Period. Other than for restricted share units granted to non-executive directors, generally, restricted share units are granted subject to Restricted Periods expiring as to one-third on the first anniversary of the date of grant, as to one-third on the second anniversary of the date of grant and as to one-third on the third anniversary of the date of grant. Restricted share units granted to non-executive directors vest immediately on the date of grant.

In the event of a participant’s retirement or termination during a Restricted Period, any restricted share units automatically terminate, unless otherwise determined by the Board, provided, however, that the Board shall have

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the absolute discretion to modify the grant to provide that the Restricted Period shall terminate immediately prior to a participant’s termination or retirement. In the event of death or disability of a participant, the restricted share units will vest on the date of death or disability, and common shares represented by such participant’s restricted share units will be issued by Goldcorp as soon as reasonably practical (no later than 90 days after death, and no later than 30 days following notice of disability). Common shares are issued net of withholding taxes.

Subject to the absolute discretion of the Board, the Board may determine to pay participants cash equal to any cash dividends declared and paid on common shares that would be payable on restricted share units issuable upon the expiry of any Restricted Period which has not expired in the manner and at the time such dividends are ordinarily paid to holders of common shares.

In the event of (i) a change of control; and (ii) within 12 months of such change of control Goldcorp terminates the employment of the participant for any reason other than just cause, then all restricted share units outstanding shall immediately vest on the date of such termination notwithstanding the Restricted Period.

No extensions of the term of any restricted share unit or acceleration of the vesting schedules of any restricted share unit were approved by the Board during the year ended December 31, 2016 or as of the date of this circular.

Administration

Under the Restricted Share Unit Plan, the Board may from time to time amend or revise the terms of the Restricted Share Unit Plan or may discontinue the Restricted Share Unit Plan at any time. Subject to receipt of requisite regulatory approval, where required, and without further shareholder approval, the Board may make the following amendments to the Restricted Share Unit Plan: (a) amending typographical, clerical and grammatical errors; (b) reflecting changes to applicable securities laws; and (c) ensuring that the restricted share units granted under the Restricted Share Unit Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which a participant may from time to time be resident or a citizen.

In addition, as necessary, the Compensation Committee considers recommendations made by organizations which represent the interests of institutional shareholders in determining whether any amendments to the Restricted Share Unit Plan are warranted. The Compensation Committee also reviews the policies of the TSX and the NYSE with respect to their respective rules and policies governing security-based compensation arrangements.

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Stock Option Plan

The following is a summary of the Stock Option Plan for the year ended December 31, 2016.

Purpose

The purpose of the Stock Option Plan is to advance our interests by: (i) providing participants with additional incentives; (ii) encouraging equity ownership by such participants; (iii) increasing the proprietary interest of participants in the success of Goldcorp; (iv) encouraging participants to remain with Goldcorp; and (v) attracting new employees and officers.

The Stock Option Plan provides for the granting to participants of stock options to purchase common shares. The Stock Option Plan is designed to advance our interests by encouraging employees and officers to have equity participation in Goldcorp through the acquisition of common shares. A vesting element is included as an incentive for the executive to remain with Goldcorp.

Stock Option Plan Limits

The aggregate maximum number of common shares that may be reserved for issuance under the current Stock Option Plan is 35,500,000, representing approximately 4.16% of the issued and outstanding common shares as at December 31, 2016 and approximately 4.15% of the issued and outstanding common shares as at March 13, 2017. As of March 13, 2017, options to purchase an aggregate of 9,246,456 common shares (net of cancelled options), representing approximately 1.08% of the issued and outstanding common shares, were outstanding under the Stock Option Plan and 15,511,467 common shares were issued upon exercise of options granted under the Stock Option Plan. As of March 13, 2017, this leaves options to purchase an aggregate of 10,742,077 common shares, representing approximately 1.26% of the issued and outstanding common shares, available for issuance under the Stock Option Plan. This reflects a total dilution rate of approximately 2.34%. Any stock options granted under the Stock Option Plan and which have been cancelled or terminated in accordance with the terms of the Stock Option Plan without having been exercised will again be available for re-granting under the Stock Option Plan. However, any stock options granted under the Stock Option Plan and exercised will not be available for re-granting under the Stock Option Plan.

The Stock Option Plan further provides that the maximum number of common shares issuable to insiders, at any time, pursuant to the Stock Option Plan and any other security-based compensation arrangements of Goldcorp is 10% of the total number of common shares issued and outstanding at the time of grant (on a non-diluted basis). The maximum number of common shares issued to insiders, within any one year period, pursuant to the Stock Option Plan and any other security-based compensation arrangements of Goldcorp, is 10% of the total number of common shares issued and outstanding at the time of issuance (on a non-diluted basis). The maximum number of common shares which may be reserved for issuance to any one person under the Stock Option Plan shall be 5% of the common shares issued and outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other security-based compensation arrangements of Goldcorp. The Stock Option Plan is administered by the Board in consultation with the Compensation Committee.

Eligibility

Under the Stock Option Plan, stock options may be granted to our employees and officers and designated affiliates and permitted assigns. In determining the terms of each grant of stock options, consideration is given to the participant’s present and potential contribution to the success of Goldcorp. The holder of an option does not have any rights as a shareholder with respect to common shares underlying options until such holder exercises such options in accordance with the terms of the Stock Option Plan.

Exercise Price

The Board establishes the exercise price of a stock option at the time it is granted and the exercise price per share is not to be less than the volume-weighted average trading price of the common shares on the TSX, or another stock exchange where the majority of the trading volume and value of the common shares occurs, for the five trading days immediately preceding the day the option is granted. The Board cannot reduce the exercise price of any outstanding stock options without shareholder approval. The exercise period for each stock option is not to be

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more than seven years. Stock options are always granted subject to vesting requirements as determined by the Board at the time of grant.

Attributes

Subject to limited exceptions, stock options are not assignable and terminate: (i) within 30 days following an option holder ceasing to be an eligible person for any reason other than death subject to Board discretion; (ii) immediately upon the termination of an option holder’s employment with cause; and (iii) if an option holder dies, within a period of the earlier of (a) the expiry date of such option; and (b) 12 months following the death of the option holder, but only to the extent the options were by their term exercisable on the date of death, unless otherwise determined by the Board. In the event of a change of control, the Board has the authority to accelerate the vesting of all unvested options - options will immediately vest only (i) on a change of control; and (ii) within 12 months of such change of control Goldcorp terminates the employment of the participant for any reason other than just cause. If a participant elects to exercise its options following a change of control, the option holder will be entitled to receive, in lieu of the number of common shares entitled to upon exercise, the kind and amount of common shares and other securities, property or cash which such holder would have been entitled to receive as a result of such change of control, on the effective date thereof, had the option holder been the registered holder of the number of common shares to which the option holder was entitled to purchase upon exercise of such options.

In the event of any proposed merger, consolidation, amalgamation or offer to acquire common shares (collectively, the “Proposed Transaction”) we may give written notice to all option holders advising them that, within 30 days after the date of such notice, each option holder must advise the Board as to whether the option holder wishes to exercise its options prior to closing of the Proposed Transaction, and that failure of an option holder to provide written notice within the 30-day period will cause all rights of the option holder to terminate, provided that the Proposed Transaction is completed within 180 days after the date of the notice.

No extensions of the term of any stock option or acceleration of the vesting schedules of any stock option were approved by the Board during the year ended December 31, 2016 or as of the date of this circular.

Administration

Subject to certain limitations, the Board may at any time, and from time to time, and without shareholder approval amend any provision of the Stock Option Plan, or any stock options granted thereunder, or terminate the Stock Option Plan, subject to any applicable regulatory or stock exchange requirements or approvals at the time of such amendment or termination, including, without limitation, making amendments:

(i) relating to the exercise of stock options;

(ii) deemed by the Board to be necessary or advisable because of any change in applicable securities laws or other laws;

(iii) to the definitions other than definitions for “Eligible Person” and “Permitted Assign”;

(iv) to the change of control provisions. For greater certainty, any change made to change of control provisions shall not allow participants to be treated any more favourably than other holders of common shares with respect to the consideration that the participants would be entitled to receive for their common shares upon a Change of Control;

(v) relating to the administration of the Stock Option Plan;

(vi) to the vesting provision of any outstanding stock options as contemplated by the Stock Option Plan; and

(vii) fundamental or otherwise, not requiring shareholder approval under applicable laws or the rules of the TSX, including amendments of a “clerical” or “housekeeping” nature and amendments to ensure that the options granted under the Stock Option Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which an eligible person may from time to time be resident or a citizen.

Notwithstanding the provisions above, the Board shall not be permitted to make amendments:

(i) in order to increase the maximum number of common shares which may be issued under the Stock Option Plan so as to increase the insider participation limits;

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(ii) to Section 2.2 (Option Exercise Price) of the Stock Option Plan and to increase the ability of the Board to amend the Stock Option Plan without shareholder approval;

(iii) to change the definitions of “Eligible Person” and “Permitted Assign”;

(iv) to the transferability of stock options other than as permitted under the Stock Option Plan;

(v) subject to the provisions of the Stock Option Plan, to the exercise price of a stock option issued under the Stock Option Plan where such amendment reduces the exercise price of such stock option (for this purpose, a cancellation or termination of a stock option of a participant prior to its expiry for the purpose of re-issuing stock options to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of a stock option); or

(vi) the term of a stock option issued under the Stock Option Plan;

in each case without first having obtained the approval of a majority of the holders of the common shares voting at a duly called and held meeting and, in the case of an amendment to increase the insider participation limits, approval of a majority of the holders of the common shares voting at a duly called and held meeting of holders of common shares excluding shares voted by insiders who are eligible persons.

The Stock Option Plan allows the expiry date of stock options granted thereunder to be the 10^th day following the end of a self-imposed blackout period on trading securities of Goldcorp in the event that they would otherwise expire during or within 48 hours of such blackout.

We have never re-priced any of the stock options we have granted under the Stock Option Plan.

In addition, as necessary, the Compensation Committee considers recommendations made by organizations which represent the interests of institutional shareholders in determining whether any amendments to the Stock Option Plan are warranted. The Compensation Committee reviews the policies of the TSX and the NYSE with respect to their respective rules and policies governing security-based compensation arrangements.

Insider Trading

Goldcorp’s Disclosure, Confidentiality and Insider Trading Policy provides that employees shall only trade common shares within predetermined trading periods and shall not trade common shares if they are aware of undisclosed material information.

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SCHEDULE “C”

Terms of Reference for the Board of Directors

I. INTRODUCTION

A. The Goldcorp Inc. (“Goldcorp” or the “Company”) Board of directors (the “Board”) has a primary responsibility to foster the short and long-term success of the Company and is accountable to the shareholders.

B. The directors are stewards of the Company. The Board has the responsibility to oversee the conduct of the Company’s business and to supervise management, which is responsible for the day-to-day operation of the Company. In supervising the conduct of the business, the Board, through the Chief Executive Officer (the “CEO”) sets the standards of conduct for the Company.

C. These terms of reference are prepared to assist the Board and management in clarifying responsibilities and ensuring effective communication between the Board and management.

II. COMPOSITION AND BOARD ORGANIZATION

A. Nominees for directors are initially considered and recommended by the Board’s Governance and Nominating Committee in conjunction with the Board Chair, approved by the entire Board and elected annually by the shareholders.

B. A majority of directors comprising the Board must qualify as independent directors (as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices and the New York Stock Exchange independence rules).

C. Certain of the Board’s responsibilities may be delegated to Board committees. The responsibilities of those committees will be as set forth in their terms of reference.

III. DUTIES AND RESPONSIBILITIES

A. Managing the Affairs of the Board

The Board operates by delegating certain of its authorities, including spending authorizations, to management and by reserving certain powers to itself. The legal obligations of the Board are described in Section IV. Subject to these legal obligations and to the Articles and By-laws of the Company, the Board retains the responsibility for managing its own affairs, including:

i) annually reviewing the skills and experience represented on the Board in light of the Company’s strategic direction and approving a Board composition plan recommended by the Governance and Nominating Committee;

ii) appointing, determining the composition of and setting the terms of reference for, Board committees;

iii) determining and implementing an appropriate process for assessing the effectiveness of the Board, the Board Chair, committees and directors in fulfilling their responsibilities;

iv) assessing the adequacy and form of director compensation;

v) assuming responsibility for the Company’s governance practices;

vi) establishing new director orientation and ongoing director education processes;

vii) ensuring that the independent directors meet regularly without executive directors and management present;

viii) setting the terms of reference for the Board; and

ix) appointing the secretary to the Board.

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B. Human Resources

The Board has the responsibility to:

i) provide advice and counsel to the CEO in the execution of the CEO’s duties;

ii) appoint the CEO and plan CEO succession;

iii) set terms of reference for the CEO;

iv) annually approve corporate goals and objectives that the CEO is responsible for meeting;

v) monitor and, at least annually, review the CEO’s performance against agreed upon annual objectives;

vi) to the extent feasible, satisfy itself as to the integrity of the CEO and other senior officers, and that the CEO and other senior officers create a culture of integrity throughout the Company;

vii) set the CEO’s compensation;

viii) approve the CEO’s acceptance of significant public service commitments or outside directorships;

ix) approve decisions relating to senior management, including:

a) review senior management structure including such duties and responsibilities to be assigned to officers of the Company;

b) on the recommendation of the CEO, appoint and discharge the officers of the Company who report to the CEO;

c) review compensation plans for senior management including salary, incentive, benefit and pension plans; and

d) employment contracts, termination and other special arrangements with executive officers, or other employee groups.

x) approve certain matters relating to all employees, including:

a) the Company’s broad compensation strategy and philosophy;

b) new benefit programs or material changes to existing programs; and

xi) ensure succession planning programs are in place, including programs to train and develop management.

C. Strategy and Plans

The Board has the responsibility to:

i) adopt and periodically review a strategic planning process for the Company;

ii) participate with management in the development of, and annually approve a strategic plan for, the Company that takes into consideration, among other things, the risks and opportunities of the business;

iii) approve annual capital and operating budgets that support the Company’s ability to meet its strategic objectives;

iv) direct management to develop, implement and maintain a reporting system that accurately measures the Company’s performance against its business plans;

v) approve the entering into, or withdrawing from, lines of business that are, or are likely to be, material to the Company; and

vi) approve material divestitures and acquisitions.

D. Financial and Corporate Issues

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The Board has the responsibility to:

i) take reasonable steps to ensure the implementation and integrity of the Company’s internal control and management information systems;

ii) review and approve the release by management of any materials reporting on the Company’s financial performance or providing guidance on future results to its shareholders and ensure the disclosure accurately and fairly reflects the state of affairs of the Company, and is in accordance with generally accepted accounting principles, including quarterly results press releases and quarterly financial statements, any guidance provided by the Company on future results, Company information circulars, annual information forms, annual reports, offering memorandums and prospectuses;

iii) declare dividends;

iv) approve financings, issue and repurchase of shares, issue of debt securities, listing of shares and other securities, issue of commercial paper, and related prospectuses; and recommend changes in authorized share capital to shareholders for their approval;

v) approve the incurring of any material debt by the Company outside the ordinary course of business;

vi) approve the commencement or settlement of litigation that may have a material impact on the Company; and

vii) recommend the appointment of external auditors and approve auditors’ fees.

E. Business and Risk Management

The Board has the responsibility to:

i) ensure management identifies the principal risks of the Company’s business and implements appropriate systems to manage these risks;

ii) approve any plans to hedge gold sales; and

iii) evaluate and assess information provided by management and others about the effectiveness of risk management systems.

F. Policies and Procedures

The Board has the responsibility to:

i) approve and monitor, through management, compliance with all significant policies and procedures that govern the Company’s operations;

ii) consider and implement such changes to the Company’s current policies relating to the representation of women in executive officer positions as may be advisable;

iii) approve and act as the guardian of the Company’s corporate values, including:

a) approve and monitor compliance with a Code of Business Conduct and Ethics for the Company and ensure it complies with applicable legal or regulatory requirements, such as relevant securities laws;

b) require management to have procedures to monitor compliance with the Code of Business Conduct and Ethics and report to the Board through the Audit Committee; and

c) disclosure of any waivers granted from a provision of the Code of Business Conduct and Ethics in a manner that meets or exceeds regulatory requirements;

iv) direct management to ensure the Company operates at all times within applicable laws and regulations and to the highest ethical and moral standards; and

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v) periodically review the Company’s Environmental and Sustainability Policy, and the Occupational Health and Safety Policy and regularly review the Company’s Environmental, Health and Safety Reports.

G. Compliance Reporting and Corporate Communications

The Board has the responsibility to:

i) ensure the Company has in place effective communication processes with shareholders and other stakeholders and financial, regulatory and other recipients;

ii) approve and periodically review the Company’s communications policy;

iii) ensure the Board has measures in place to receive feedback from shareholders;

iv) approve interaction with shareholders on all items requiring shareholder response or approval;

v) ensure the Company’s financial performance is adequately reported to shareholders, other security holders and regulators on a timely and regular basis;

vi) ensure the financial results are reported fairly and in accordance with generally accepted accounting principles;

vii) ensure the CEO and CFO certify the Company’s annual and interim financial statements, annual and interim MD&A and Annual Information Form, and that the content of the certification meets all legal and regulatory requirements;

viii) ensure that the CEO:

a) certifies in writing to the NYSE each year that he or she is not aware of any violation by the Company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary;

b) promptly notifies the NYSE in writing after any executive officer of the Company becomes aware of any material non-compliance with any applicable provisions of Section 303A (Corporate Governance Rules) of the Listed Company Manual;

c) submits an interim Written Affirmation each time a change occurs to the Board or any of the committees subject to Section 303A;

ix) ensure timely reporting of any other developments that have a significant and material effect on the Company; and

x) report annually to the shareholders on the Board’s stewardship for the preceding year.

IV. GENERAL LEGAL OBLIGATIONS OF THE BOARD OF DIRECTORS

A. The Board is responsible for:

i) directing management to ensure legal requirements have been met, and documents and records have been properly prepared, approved and maintained; and

ii) recommending changes in the Articles and By-laws, matters requiring shareholder approval, and setting agendas for shareholder meetings.

B. Ontario law identifies the following as legal requirements for the Board:

i) act honestly and in good faith with a view to the best interests of the Company, including the duty:

a) to disclose conflicts of interest;

b) not to appropriate or divert corporate opportunities;

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c) to maintain confidential information of the Company and not use such information for personal benefit; and

d) disclose information vital to the business of the Company in the possession of a director;

ii) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances; and

iii) act in accordance with the Business Corporations Act (Ontario) and any regulations, by-laws and unanimous shareholder agreement.

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SCHEDULE “D”

Forward-Looking Statement Advisory

This circular contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995 or in releases made by the United States Securities and Exchange Commission, all as may be amended from time to time, and “forward-looking information” under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Goldcorp. Forward-looking statements include, but are not limited to, statements with respect to our positive outlook and ability to continue achieving growth in 2017 and growing net asset value, anticipated compensation for 2017, including potential increases or decreases in compensation, the composition of our Board and its ability to oversee Goldcorp’s business strategy and compensation programs, safeguard the interests of all shareholders and preserve and enhance shareholder value, and trends regarding the proportion of women at Goldcorp and our commitment to pursuing and developing ongoing diversity initiatives at Goldcorp. Generally, these forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are necessarily based upon a number of factors and that, if untrue, could cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which we will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, changes to our compensation and governance philosophy and objectives, gold price volatility, discrepancies between actual and estimated production, mineral reserves and mineral resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which we carry on business, or may carry on business in the future, delays, suspensions or technical challenges associated with capital projects, higher prices for fuel, steel, power, labour and other consumables, currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although we believe its expectations are based upon reasonable assumptions and 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 our actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those factors discussed in the section entitled “Risk Factors” in Goldcorp’s most recent Annual Information Form available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained in this circular are made as of the date of this circular and, accordingly, are subject to change after such date. Except as otherwise indicated by us, these statements do not reflect the potential impact of any non-recurring or other special items or of any disposition, monetization, merger, acquisition, other business combination or other transaction 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

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and plans and allowing investors and others to get a better understanding of our operating environment. We do not intend or undertake to publicly update any forward-looking statements that are included in this document, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

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Any questions and requests for assistance may be directed to the

Strategic Shareholder Services Advisor and Proxy Solicitation Agent:

The Exchange Tower

130 King Street West, Suite 2950, P.O. Box 361

Toronto, Ontario

M5X 1E2

www.kingsdaleadvsiors.com

North American Toll Free Phone:

1-800-775-4067

Email: contactus@kingsdaleadvisors.com

Facsimile: 416-867-2271

Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272

EX-99.2

Exhibit 99.2

NOTICE OF MEETING

Annual and Special Meeting of the Shareholders of Goldcorp

Date:	Thursday, April 26, 2017
Time:	3:00 p.m. (Vancouver Time)
Place:	Cassels Brock & Blackwell LLP, Suite 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8

The business of the meeting is to:

1. Receive the audited annual consolidated financial statements for 2016

2. Elect directors for the coming year

3. Appoint Deloitte LLP, Independent Registered Public Accounting Firm as auditors and authorize the directors to fix their remuneration

4. Consider a non-binding advisory resolution on our approach to executive compensation

5. Transact any other business

You have a right to vote if you were a Goldcorp shareholder on March 13, 2017, our “record date”. Find out how to vote starting on page 6 of the accompanying disclosure document (called a circular). You can also read more about us in the circular.

The Board has, by resolution, fixed 3:00 p.m. (Vancouver Time) on April 24, 2017, or no later than 48 hours before the time of any adjourned meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the meeting or any adjournment thereof shall be deposited with our transfer agent. The time limit for the deposit of proxies may be waived or extended by the chair of the meeting at their discretion, without notice.

By order of the Board of Directors,

“Ian W. Telfer”

Chairman of the Board

EX-99.3

Exhibit 99.3

Notice and Access Notice to Shareholders

Annual and Special Meeting of Shareholders to be held on April 26, 2017

You are receiving this notice as Goldcorp Inc. (the “Company”) is using notice and access to deliver meeting materials to its shareholders in respect of its annual and special meeting of shareholders to be held on April 26, 2017 (the “Meeting”). Instead of receiving paper copies of the Company’s management information circular (the “Circular”), and, if requested, the annual financial statements and MD&A for the year ended December 31, 2016 (collectively, the “Meeting Materials”), shareholders are receiving this notice. You will also receive a proxy or voting instruction form, as applicable, enabling you to vote at the Meeting.

Meeting Date and Location

When: Thursday, April 26, 2017   3:00 p.m. (Vancouver time) Where: Cassels Brock & Blackwell LLP Suite 2200 HSBC Building 885 West Georgia Street Vancouver, British Columbia V6C 3E8

Shareholders will be asked to consider and vote on the following matters:

• Financial Statements: To receive and consider the audited annual consolidated financial statements of the Company for the year ended December 31, 2016 and the reports of the auditor thereon. See the section entitled “Business of Meeting –Financial Statements” in the Circular.

• Election of Directors: To elect directors of the Company for the ensuing year. See the section entitled “Business of Meeting – Election of Directors” in the Circular.

• Appointment of Auditors: To appoint Deloitte LLP, Independent Registered Public Accounting Firm, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled “Business of Meeting – Appointment of Auditors” in the Circular.

• Say on Pay: To consider and, if deemed appropriate, to pass, with or without variation, a non-binding advisory resolution accepting the Company’s approach to executive compensation. See the section entitled “Business of Meeting – Advisory Vote on Executive Compensation” in the Circular.

• Other Business: To transact such other business as may properly come before the Meeting or any adjournment thereof. See the section entitled “Business of Meeting – Other Business” in the Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MEETING MATERIALS PRIOR TO VOTING.

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Websites Where Meeting Materials Are Posted

The applicable Meeting Materials can be viewed online under the Company’s profile at www.sedar.com (Canada) or at www.sec.gov (United States), or at the Company’s website at www.goldcorp.com. The Interim Request Card is included in the proxy and voting instruction form. The E-delivery Encouragement Option is included in the proxy and voting instruction form.

How To Obtain Paper Copies of the Meeting Materials

Requests for paper copies must be received by 3 p.m. (Vancouver time) on April 17, 2017 in order to receive the applicable Meeting Materials in advance of the proxy deposit date and Meeting. Shareholders who wish to receive paper copies of the applicable Meeting Materials may request copies from Kingsdale Advisors by calling toll free in North America at 1-800-775-4067, outside North America at 416-867-2272 or by email at contactus@kingsdaleadvisors.com. Meeting Materials will be sent to such shareholders within three business days of their request if such requests are made before the Meeting.

Those shareholders with existing instructions to receive a paper copy of the Meeting Materials will receive such paper copies with this notice. Shareholders may revoke their existing instructions by contacting the service provider who services their account. Shareholders may request paper copies of the applicable Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Circular was filed on SEDAR by email at info@goldcorp.com or directors@goldcorp.com.

Voting

Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on your proxy:

VIRTUAL:	At the time of the Meeting, eligible registered shareholders and participants in Goldcorp’s employee share purchase plan may log in at https://web.lumiagm.com/128226603, click on “I have a log in” and enter the 13-digit control number found on the proxy accompanying this notice. The generic password to be entered is “goldcorp”. If you are a beneficial shareholder (you hold your shares with a bank, trust company, stock broker, trustee or some other institution) you will be required to follow the procedures set forth below under “Beneficial Holders”.
INTERNET:	Go to www.cstvotemyproxy.com and follow the instructions. You will need the 13-digit control number located on the proxy.
FACSIMILE:	Fax to CST Trust Company at 1-866-781-3111 (Canada or US) or 1-416-368-2502 (outside North America).
MAIL:	Complete the form of proxy or any other proper form of proxy, sign it and mail it to CST Trust Company at:
	CST Trust Company Proxy Dept., P.O. Box 721 Agincourt, Ontario M1S 0A1

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Beneficial Holders should carefully follow the instructions of their nominee, including those regarding when and where the completed voting instruction form is to be delivered. Note that if you are a beneficial shareholder, your nominee will need your voting instructions sufficiently in advance of the proxy deposit deadline to enable your nominee to act on your instructions prior to the deadline:

INTERNET:	Go to www.proxyvote.com and follow the instructions.
TELEPHONE:	You may enter your voting instructions by telephone at: 1-800-474-7493 (English) or 1-800-474-7501 (French).
FACSIMILE:	Fax to 1-905-507-7793
MAIL:	Complete the voting instruction form, sign it and mail it to the following address:
	Data Processing Centre P.O. Box 2800, STN LCD Malton Mississauga, Ontario L5T 2T7

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Any questions and requests for assistance may be directed to the

Proxy Solicitation Agent:

The Exchange Tower

130 King Street West, Suite 2950, P.O. Box 361

Toronto, Ontario

M5X 1E2

www.kingsdaleadvisors.com

North American Toll Free Phone:

1-800-775-4067

Email: contactus@kingsdaleadvisors.com

Facsimile: 416-867-2271

Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272

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EX-99.4

Exhibit 99.4

FORM OF PROXY SOLICITED BY THE MANAGEMENT OF GOLDCORP INC.

FOR USE AT AN ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON

APRIL 26, 2017

The undersigned shareholder(s) of GOLDCORP INC. (the “Company”) hereby appoint(s) Ian W. Telfer, Chairman of the Board of the Company, or in lieu of the foregoing, Anna M. Tudela, Vice President, Diversity, Regulatory Affairs & Corporate Secretary of the Company, or in lieu of the foregoing,                                                                                       , to attend and vote on behalf of the undersigned at the Annual and Special Meeting of Shareholders (the “Meeting”) of the Company to be held at Cassels Brock & Blackwell LLP, Suite 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 on April 26, 2017 at 3:00 p.m. (Vancouver time) and at any adjournments thereof.

The directors and management recommend shareholders VOTE FOR the matters set out in items 1, 2, 3 and 4 below.

The undersigned specifies that all of the voting shares owned by him or her and represented by this form of proxy shall be:

1. VOTED FOR or WITHHELD from voting in respect of the election of the following directors:

		Voted For	Withheld			Voted For	Withheld
i.	Beverley A. Briscoe	☐	☐	vi.	Charles R. Sartain	☐	☐
ii.	Margot A. Franssen, O.C.	☐	☐	vii.	Ian W. Telfer	☐	☐
iii.	David A. Garofalo	☐	☐	viii.	Blanca A. Treviño	☐	☐
iv.	Clement A. Pelletier	☐	☐	ix.	Kenneth F. Williamson	☐	☐
v.	P. Randy Reifel	☐	☐

2. VOTED FOR (    ) WITHHELD FROM VOTING (    ) in respect of the appointment of Deloitte LLP, Independent Registered Public Accounting Firm, as auditors of the Company and authorizing the directors to fix their remuneration;

3. VOTED FOR (    ) VOTED AGAINST (    ) a non-binding advisory resolution accepting the Company’s approach to executive compensation; and

4. VOTED on such other business as may properly come before the Meeting or any adjournment thereof.

hereby revoking any proxy previously given.

If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting or any adjournment thereof or if any other matters properly come before the Meeting or any adjournment thereof, this proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgement of the person voting the proxy at the Meeting or any adjournment thereof.

Signature of Shareholder		Name of Shareholder (Please Print)
	DATED this            day of                              , 2017.

Quarterly Reports Request – The Company’s Interim Consolidated Financial Reports and related MD&A are available at www.goldcorp.com, but if you want to receive (or continue to receive) Interim Consolidated Financial Reports and related MD&A by mail, mark the box and return this form. If you do not mark the box, or do not return this form, Interim Consolidated Financial Reports and related MD&A will not be sent to you in 2017.	☐
Annual Report Request – The Company’s Audited Annual Consolidated Financial Statements and related MD&A are available at www.goldcorp.com, but if you want to receive (or continue to receive) Audited Annual Consolidated Financial Statements and related MD&A by mail, mark the box and return this form. If you do not mark the box, or do not return this form, Audited Annual Consolidated Financial Statements and related MD&A for the year ended December 31, 2017 will not be sent to you.	☐
Electronic Delivery of Documents – See “General Information – Electronic Delivery” in the Circular. By consenting to electronic delivery you agree to receive all documents to which you are entitled electronically (rather than by mail) and understand that access to the Internet is required to receive a document electronically and certain system requirements must be installed (such as Adobe Acrobat Reader).	☐

If you mark the box immediately above, you are consenting to receive materials from the Company that you are entitled to receive by electronic means at the following email address:                                                          

PLEASE SEE NOTES ON REVERSE

Notes:

1. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for him and on his behalf at the Meeting or any adjournment thereof other than the persons designated in the enclosed form of proxy. Such right may be exercised by striking out the names of the persons designated therein and by inserting in the blank space provided for that purpose the name of the desired person or by completing another form of proxy.

2. The shares represented by this proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for and, subject to section 114 of the Business Corporations Act (Ontario), where a choice is specified, the shares will be voted accordingly. Where no specification is made, the shares will be VOTED FOR the matters set out in items 1, 2, 3 and 4 above.

3. Proxies to be used at the Meeting or any adjournment thereof must be received by the Company’s transfer agent indicated below not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof.

4. This proxy ceases to be valid one year from its date.

5. If your address as shown is incorrect, please give your correct address when returning this proxy.

Please return the form of proxy, in the envelope provided for that purpose, to:

CST Trust Company

Attention: Proxy Department

P.O. Box 721

Agincourt, Ontario M1S 0A1

VOTE BY MAIL: This proxy should be dated and signed by the shareholder or the authorized attorney of the shareholder, such authorization (or a notarial copy thereof) to accompany the proxy. Please sign exactly as your name appears on the label. If undated, this proxy will be deemed to bear the date on which it was mailed by management to the shareholder. If the shareholder is a corporation, either its corporate seal must be affixed or the proxy should be signed by a duly authorized officer or attorney of the corporation, such authorization (or a notarial copy thereof) to accompany the proxy. Executors, administrators, trustees, and the like should so indicate when signing on behalf of a shareholder. Where shares are held jointly, each owner must sign.

VOTE BY FAX: To vote by fax, send this completed form of proxy to (416) 368-2502.

VOTE BY INTERNET: To vote by internet, go to www.cstvotemyproxy.com and have this form of proxy available, as you will be prompted to enter your 13-digit Control Number which is printed on this proxy. You may also appoint a person other than the persons designated on this form of proxy by following the instructions provided on the website.

VOTE VIRTUALLY AT THE MEETING: At the time of the Meeting, eligible registered shareholders and participants in Goldcorp’s employee share purchase plan may log in at https://web.lumiagm.com/128226603, click on “I have a log in” and enter the 13-digit control number found on this proxy. The generic password to be entered is “goldcorp”.

EX-99.5

Exhibit 99.5

Dear fellow shareholders,

At the beginning of 2016 Goldcorp entered a new, more profitable phase for the company. Following the multi-year buildout of two large, capital-intensive mines, we have begun a period of harvesting strong returns from our significant investments, under a new leadership team led by David Garofalo, who was recently appointed as CEO.

David and the team have laid out an ambitious five-year 20/20/20 plan with tangible goals to drive net asset value per share growth from our robust portfolio of existing mines and development projects. Over the next five years, we plan to increase both our gold production and our gold reserves by 20%, while driving down All-in Sustaining Costs per ounce by 20%. After years of cost-cutting and underinvestment, our industry is experiencing shrinking gold production and gold reserves and a likely increase in unit costs. We believe Goldcorp’s 20/20/20 plan will position the company for sustained outperformance.

To accomplish our objectives, we undertook a significant restructuring to decentralize the organization and drive accountability down to the mine site level. We have overhauled our planning and budgeting process and strengthened our mine site management team, while also strengthening but reducing the size of our executive and head office team. We undertook those changes while staying true to the fundamentals of the company - high quality assets, low cost production, a strong investment-grade balance sheet and a focus on operating in a socially responsible manner in mining-friendly and geologically prospective jurisdictions. Those values are core to the company and will remain the key attributes of Goldcorp.

Across the global landscape we also saw significant change, which led to another year of volatility in the gold price. With political uncertainty, continued low interest rates and the expected long-term downward trajectory of mined gold supply, we see positive momentum for the gold price. Goldcorp’s strong balance sheet, long-life mining districts and declining operating costs position the company to outperform in any gold price environment.

This has been a year of tremendous change for the company and I am proud of what we have accomplished. We are in this for the long-term. We thank each and every one of our shareholders who have stood by the company and we look forward to sharing our successes going forward.

Sincerely,

“Ian W. Telfer”

Chairman of the Board

Exhibit 99.1

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

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2016

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 endedDecember 31, 2016 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”). All figures are in United States (“US”) dollars unless otherwise noted. References to C$ are to Canadian dollars. This MD&A has been prepared as of February 15, 2017.

TABLE OF CONTENTS

	Page Number
Cautionary Statements	2
2016 Highlights	4
Business Overview and Strategy	5
2016 Achievements	6
Market Overview	9
Annual Results	11
Fourth Quarter Results	16
Liquidity and Capital Resources	20
Guidance	23
Operational and Projects Review	25
2016 Reserves and Resources	45
Non-GAAP Performance Measures	46
Risks and Uncertainties	52
Accounting Matters	57
Controls and Procedures	62
Reserves and Resources	64

GOLDCORP  |  1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995, or in releases made by the United States Securities and Exchange Commission, all as may be amended from time to time, and "forward-looking information" under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Goldcorp. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation of Mineral Reserves (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, targeted cost reductions, capital expenditures, free cash flow, 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 or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, "should", “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are necessarily based upon a number of factors and assumptions 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 Mineral Resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which the Company does or may carry on business in the future, delays, suspension and technical challenges associated with capital projects, higher prices for fuel, steel, power, labour and other consumables, 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 believes its expectations are based upon reasonable assumptions and 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 international operations, including economic and political instability in foreign jurisdictions in which Goldcorp operates; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; environmental risks; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold, silver, copper, lead and zinc; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; mine development and operating risks; accidents, labour disputes and other risks of the mining industry; risks associated with restructuring and cost-efficiency initiatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to the integration of acquisitions; 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 most recent annual information form available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. 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 disposition, monetization, merger, acquisition, other business combination or other transaction that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of Goldcorp's operating environment. Goldcorp does not intend or undertake to publicly update any forward-looking statements that are included in this document, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

CAUTIONARY STATEMENT REGARDING CERTAIN MEASURES OF PERFORMANCE

This MD&A presents certain measures, including "total cash costs: by-product", "total cash costs: co-product", ‘‘all-in sustaining costs" and ‘‘adjusted operating cash flow’’, that are not recognized measures under IFRS. This data may not be comparable to data presented by other gold producers. For a reconciliation of these measures to the most directly comparable financial information presented in the consolidated financial statements prepared in accordance with IFRS, see Non-GAAP Financial Performance Measures in this MD&A. The Company believes that these generally accepted industry measures are realistic indicators of operating performance and are useful in performing year over year comparisons. However, these non-GAAP measures should be considered together with other data prepared in accordance with IFRS, and these measures, taken by themselves, are not

GOLDCORP  |  2

Third Quarter Report – 2016

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

necessarily indicative of operating costs or cash flow measures prepared in accordance with IFRS. This MD&A also contains information as to estimated future all-in sustaining costs. The estimates of future all-in sustaining costs are not based on total production cash costs calculated in accordance with IFRS, which forms the basis of the Company’s cash costs: by-product. The estimates of future all-in sustaining costs are anticipated to be adjusted to include sustaining capital expenditures, corporate administrative expense, exploration and evaluation costs and reclamation cost accretion and amortization, and exclude the effects of expansionary capital, tax payments, dividends and financing costs. Projected IFRS total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion and amortization and tax payments. Due to the uncertainty of the likelihood, amount and timing of any such items, the Company does not have information available to provide a quantitative reconciliation of projected all-in sustaining costs to a total production cash costs projection.

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES

Scientific and technical information contained in this MD&A relating to Mineral Reserves and Mineral Resources was reviewed and approved by Gil Lawson, P.Eng., Vice President, Geology and Mine Planning for Goldcorp, and a “qualified person” as defined by Canadian Securities Administrators' National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Scientific and technical information in this MD&A relating to exploration results was reviewed and approved by Sally Goodman, PhD, PGeo, Director, Generative Geology for Goldcorp, and a "qualified person" as defined by NI 43-101. All Mineral Reserves and Mineral Resources have been calculated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") and NI 43-101, or the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves equivalent. All Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Information on data verification performed on the mineral properties mentioned in this MD&A that are considered to be material mineral properties to the Company are contained in Goldcorp’s most recent annual information form and the current technical report for each of those properties, all available on SEDAR at www.sedar.com.

Cautionary Note to United States investors concerning estimates of measured, indicated and inferred resources: The Mineral Resource and Mineral Reserve estimates contained in this MD&A have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws and uses terms that are not recognized by the United States Securities and Exchange Commission (“SEC”). Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101. The definitions used in NI 43-101 are incorporated by reference from the CIM Definition Standards adopted by CIM Council on May 10, 2014 (the “CIM Definition Standards”) . U.S. reporting requirements are governed by the SEC Industry Guide 7 (“Industry Guide 7”) under the United States Securities Act of 1933, as amended. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody difference approaches and definitions. For example, the terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under Industry Guide 7, mineralization may not be classified as "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

While 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, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. United States readers are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In addition, “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an Inferred Mineral Resource may be upgraded to a higher category. Under Canadian regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. United States readers 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 if such disclosure includes the grade or quality and the quantity for each category of Mineral Resource and Mineral Reserve; 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 MD&A containing descriptions of the Goldcorp’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

GOLDCORP  |  3

Third Quarter Report – 2016

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

FULL YEAR FINANCIAL AND OPERATIONAL HIGHLIGHTS

Net earnings of $162 million, or $0.19 per share, compared to a net loss of $4.2 billion, or loss of $5.03 per share, in 2015. Net earnings were negatively affected by $0.12 per share of non-cash or other items that the Company believes are not reflective of the performance of the underlying operations.

Operating cash flows of $799 million and adjusted operating cash flows of $1.1 billion⁽¹⁾. Available liquidity was $3.17 billion at December 31, 2016.

Gold production of 2,873,000 ounces at all-in sustaining costs ("AISC") of $856 per ounce, compared to 3,464,000 ounces at AISC of $894 in 2015⁽¹⁾.  Gold production was in line with the Company's 2016 guidance with AISC at the low end of the Company's guidance of between $850 and $925 per ounce and was $38 per ounce, or 4%, lower than 2015. The decrease in AISC during the year reflects the Company's focus on cost reductions and the positive effects of the strengthening US dollar. The impact of these reductions was partially offset by lower production at Peñasquito and the exhaustion of surface stockpiles at Cerro Negro and Éléonore.

Renewed growth strategy projected to achieve a 20% increase in gold production, 20% increase in gold reserves and a 20% reduction in our AISC over the next five years.  The Company expects the ramp-up to nameplate capacity at Cerro Negro and Éléonore, a continued focus on productivity and efficiency improvements at our existing camps and the advancement of our robust project pipeline to position the Company to deliver significant growth in net asset value per share.

Identified 60% of the targeted $250 million in sustainable efficiencies; 40% delivered by the end of 2016. The Company is well underway toward achieving its $250 million target in sustainable annual efficiencies by 2018 as initiatives at Cerro Negro and corporate offices have been implemented with associated annual savings of $65 million and $50 million, respectively. A further $35 million of improvement initiatives have been identified at Porcupine.

Optimized the portfolio. Following the acquisition of the Coffee project in July 2016, the Company announced in January 2017 that it entered into agreements to sell each of its Los Filos mine in Mexico for estimated consideration of $438 million, and its 100% interest in the Cerro Blanco project in Guatemala for potential consideration of up to approximately $50 million, including contingent consideration. Both transactions are expected to close in the first quarter of 2017. The acquisition and asset sales are aligned with the Company's strategy to focus on large scale camps, that it believes can deliver economies of scale.

(1) The Company has included non-GAAP performance measures on an attributable (or Goldcorp's share) basis throughout this document. AISC per ounce and adjusted operating cash flows are non-GAAP financial performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 46-52 of this MD&A.

GOLDCORP  |  4

Third Quarter Report – 2016

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

OVERVIEW

Goldcorp is a leading gold producer focused on responsible mining practices, with production from a portfolio of long-life high quality assets throughout the Americas that it believes positions the Company to deliver long-term value.

The Company’s principal producing mining properties are comprised of the Éléonore, Musselwhite, Porcupine and Red Lake mines in Canada; the Peñasquito mine in Mexico; the Cerro Negro mine in Argentina; and the Pueblo Viejo mine (40.0% interest) in the Dominican Republic.

The Company’s current sources of operating cash flows are primarily from the sale of gold, silver, lead, zinc and copper. Goldcorp's principal product is gold doré with the refined gold bullion sold primarily in the London spot market. As a result, Goldcorp is not dependent on a particular purchaser with regard to the sale of the gold doré. In addition to gold, the Company also produces silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito and Alumbrera mines, which is sold to third party smelters and refineries.

Goldcorp has an investment-grade credit rating, supported by a strong balance sheet, and remains 100% unhedged to gold sales, providing full exposure to gold prices.

STRATEGY

Goldcorp's vision is to create sustainable value for all of its stakeholders by focusing on growing net asset value (“NAV”) per share to generate long-term shareholder value. With a portfolio of large, long-life assets that provide economies of scale, coupled with low cash costs and underpinned by a strong balance sheet, Goldcorp continues to optimize its portfolio of assets and reinvest in the pipeline of organic opportunities to drive increasing NAV per share.

The Company completed a reorganization of its leadership and operations in 2016, moving to a lean, decentralized model. Under the decentralized model, the mine general managers are accountable for growing the NAV of their individual businesses while the focus of the corporate office will be to provide governance, oversight and allocate capital. These changes are expected to result in a streamlined organization focused on delivering long-term shareholder value.

The Company has laid out a growth strategy that is expected to deliver a 20% increase in gold production, a 20% increase in gold reserves and a 20% reduction in all-in sustaining costs over the next five years. In this pursuit, Goldcorp is committed to being responsible stewards of the environment and building collaborative partnerships with communities, governments and all other stakeholders for mutual success.

Over the next five years, the Company expects gold production to increase to approximately 3 million ounces. This is a result of the ramp-up to nameplate capacity at Cerro Negro and Éléonore, increased grades at Peñasquito following an intensive stripping campaign, the execution of the Pyrite Leach project at Peñasquito and the Materials Handling project at Musselwhite, and initial production from the Borden project and the Coffee project. This growth profile excludes production potential from the Cochenour and HG Young projects at the Red Lake camp, the Century project at the Porcupine camp and the NuevaUnión project in Chile.

The Company expects AISC to decrease by 20% to approximately $700⁽¹⁾ per ounce over the next five years, driven by a company-wide program launched in 2016 to drive down costs and deliver productivity improvements which is expected to result in approximately $250 million in annual sustainable efficiencies. Costs are also expected to decrease as a result of increased metal production, lower sustaining capital expenditures and continued portfolio optimization. The Company expects reserves to increase by 20% to 50 million ounces over the next five years from the conversion of existing resources at the Century project, Peñasquito, Cerro Negro and Pueblo Viejo and exploration at our extensive and diversified portfolio of mining camps in the Americas.

GOLDCORP  |  5

Third Quarter Report – 2016

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

With a solid balance sheet, Goldcorp believes it is well-positioned to weather gold price volatility. The Company's capital allocation strategy focuses on investing in its pipeline of organic growth opportunities, further debt reduction and returning capital to its shareholders by paying a sustainable dividend. Furthermore, Goldcorp has the flexibility to take advantage of corporate development opportunities in lower political risk jurisdictions that would be accretive to NAV per share, and leverage its exploration spending in the most efficient way possible through small toehold investments in junior mining companies.

⁽¹⁾Refer to footnote (3) on page 23 of this MD&A regarding the Company's projection of AISC.

2016 ACHIEVEMENTS

Progress Delivering $250 million of Sustainable Annual Cash Flow Improvements:

During 2016, the Company began implementing a productivity and cost optimization program to deliver $250 million in sustainable annual efficiencies by 2018. Cerro Negro initiated the effort in the second quarter with substantial workforce reductions and other improvement initiatives to reduce costs by $65 million, which were partially offset by temporary setbacks in lower productivity caused by labour disruptions.  Goldcorp continues to work on optimizing productivity at Cerro Negro through intensive training of its workforce and productivity improvements.  At Porcupine, the Company is targeting $35 million in efficiency improvements and cost reductions in 2017 resulting from improved development rates and productivity at Hoyle Pond, improved productivity at Hollinger and improved recovery and costs at the mill.  Further, Goldcorp identified and began executing $50 million in cost reductions in 2016 from general and administrative expenses and capital expenditures from its corporate offices, relative to its 2016 budget.  Peñasquito is in the early stages of the productivity and cost optimization efforts, but Goldcorp expects to realize over $50 million in operating cash flow improvements relative to 2016 actual results.  Potential opportunities at Peñasquito relate to improved mining and processing and overall equipment effectiveness, and ongoing cost reductions from major contracts.  Red Lake and Éléonore started their productivity and cost optimization improvement programs in the first quarter of 2017 and, along with Musselwhite, Goldcorp expects it will attain the balance of the $250 million target by 2018.   

Organizational Restructuring and Executive and Senior Management Appointments:

Effective January 1, 2017, Todd White, most recently Senior Vice President, Technical Services and Business Excellence, was appointed Executive Vice-President and Chief Operating Officer. Todd has over two decades of experience in the mining sector. Prior to joining Goldcorp in 2014, he was the Senior Vice President, South America at Newmont Mining Corporation. Since joining Goldcorp he has focused on driving a culture of continuous performance improvement and implemented advancements in efficiency and sustainability through technical innovation.

As part of the Company's organizational re-design in 2016, the Company strengthened the senior management team with the recruitment of several key individuals. Paul Harbidge was appointed Senior Vice President, Exploration reporting to Todd White. Paul is responsible for the development, implementation and management of the global exploration function within the decentralized model. Paul brings over 20 years of mining experience to Goldcorp, most recently as head of exploration at Randgold Resources Limited.

Jason Attew was appointed Senior Vice President, Corporate Development & Strategy, reporting to Russell Ball, Executive Vice President, Chief Financial Officer and Corporate Development.  In his role, Jason leads the optimization of the Company’s portfolio of assets, while evaluating new opportunities that are consistent with the Company's strategy of increasing NAV per share. Jason is a mining and metals banking executive with over 20 years of experience.

GOLDCORP  |  6

Third Quarter Report – 2016

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

Wade Bristol was appointed Senior Vice President, Canada, and is responsible for the overall leadership of the Canadian mining operations. Wade joined Goldcorp in July 2014 as the Vice President, Mine Improvement & Support. Prior to Goldcorp he served in various General Manager capacities for Newmont Mining Corporation in North America.

Steven Thomas was appointed to the new role of Chief Financial Officer, Canada, reporting to Wade Bristol, Senior Vice President, Canada and David Splett was appointed to the new role of Chief Financial Officer, Latin America, reporting to Joe Dick, Senior Vice President, Latin America. As part of the regional leadership teams, Steven and David provide financial analysis, interpretation and metrics to facilitate strategic decision making related to the management of the regional businesses. Steven brings over 30 years of financial experience to Goldcorp, with the last 13 years in the mining industry with De Beers Canada Inc.  David brings with him over 24 years of experience in the resource industry, most recently as Vice President, Finance for Mosaic Corporation.

Board of Directors Appointment:

In September 2016, the Company announced the appointment Charlie Sartain to its Board of Directors, effective as of January 1, 2017. Mr. Sartain is a mining engineer with over 30 years of mining experience and was previously the Chief Executive Officer of Xstrata's global copper business. His extensive technical knowledge and operational experience will be invaluable as the Company continues to optimize its portfolio and advance the organic pipeline of opportunities.

Advanced Project Pipeline:

Aligned with the Company's strategy to reinvest returns in a pipeline of organic opportunities, Goldcorp committed over a billion dollars of growth capital in 2016. This capital will support the growth in NAV of the Company through an estimated 20% growth in production over the next five years and a 20% decrease in AISC. Growth capital for 2016 included expenditures on the Coffee project following its acquisition on July 19, 2016, Peñasquito's Pyrite Leach project ("PLP"), with an expected capital investment of approximately $420 million, and Musselwhite's Materials Handling project ("MHP"), with an expected capital investment of approximately $90 million. Each of the PLP and MHP are expected to increase gold production commencing in 2019 and the Company is targeting to achieve commercial production at the Coffee project in the first quarter of 2021. During 2016, Goldcorp also advanced the Borden project, located approximately 180 kilometres south-west of Goldcorp's Porcupine mine, where first gold is targeted for 2019.

Renewed Exploration Focus:

Goldcorp’s exploration strategy is twofold. Firstly, mineral reserve replacement is expected through the conversion of mineral resources and extending known mineralization at the mine sites. Secondly, the development of a pipeline of targets with increasing degrees of confidence are expected to deliver opportunities for future discoveries. The Company implemented this strategy in the third quarter of 2016 by applying both rigorous geological and stringent economic filters to rank and prioritize targets which will then either be advanced or rejected, while generative work ensures a constant supply of new targets. Goldcorp's primary focus is on brownfields exploration and the leverage of the exploration potential within the mining camps to increase the project NAV through new discoveries at Porcupine, Red Lake, Musselwhite, Éléonore, the Coffee project, Peñasquito, Cerro Negro and Pueblo Viejo.

The Company's approach to greenfield exploration is to make toehold investments in junior mining companies which operate in geological prospective terranes and have the technical capabilities to make discoveries that meet Goldcorp’s strategic filters.

Goldcorp restructured its Geology group in 2016 to support its exploration strategy, adding a core team of expert geoscientists covering the principal disciplines of structural geology, geophysics and geochemistry, together with a chief geologist and Directors for the Canadian and Latin American regions who will provide support to the field teams in achieving their objectives.

GOLDCORP  |  7

Third Quarter Report – 2016

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

Corporate Developments:

Acquisition of Kaminak Gold Corporation

On July 19, 2016, the Company completed the acquisition of 100% of the issued and outstanding common shares of Kaminak Gold Corporation ("Kaminak") pursuant to a plan of arrangement (the "Arrangement") for total consideration of approximately C$530 million, including transaction costs. Under the Arrangement, each common share of Kaminak was exchanged for 0.10896 common shares of Goldcorp.

Kaminak's principal asset is the 100% owned Coffee project ("Coffee"), a hydrothermal gold deposit located approximately 130 kilometres south of the City of Dawson, Yukon. Coffee is a high-grade, open pit, heap leach mining project with total gold indicated mineral resources of 3.0 million ounces, inclusive of total gold probable mineral reserves of 2.2 million ounces, and inferred mineral resources of 2.2 million ounces as outlined in the feasibility study prepared for Kaminak by JDS Energy and Mining Inc. in January 2016. The Company estimates average annual gold production of approximately 200,000 ounces for the first five years of production based on Kaminak's feasibility study. The Coffee land package, comprising over 60,000 hectares, demonstrates potential for near-mine discoveries and the potential for the development of a large scale camp that can deliver economies of scale.

The acquisition of Kaminak is consistent with the Company's strategy of partnering with junior exploration companies to identify and develop mining districts with significant exploration potential. Coffee is located within a politically stable jurisdiction and provides Goldcorp with an opportunity to add high quality ounces to our development pipeline at low AISC.

Divestitures

Aligned with the Company's strategy to continually upgrade its portfolio through the divestiture of non-core assets and strengthen its balance sheet, Goldcorp entered into agreements in January 2017 to sell each of its Los Filos Mine in Mexico and its 100% interest in the Cerro Blanco project in Guatemala as described below.

On January 4, 2017, the Company entered into an agreement to sell its 100% interest in the Cerro Blanco project, located in Guatemala, to Bluestone Resources Inc. (“Bluestone”). Under the terms of the agreement, Goldcorp will receive consideration at closing of $18 million in cash, a 1% Net Smelter Return royalty on production, and common shares of Bluestone representing approximately 9.9% of the issued and outstanding shares upon completion of the transaction. Goldcorp will receive an additional $15 million in cash upon declaration of commercial production at Cerro Blanco.

On January 11, 2017, Goldcorp entered into a share purchase agreement (the “Agreement”) with Leagold Mining Corporation (“Leagold”), pursuant to which it has agreed to sell its Los Filos mine in Mexico to Leagold. Under the terms of the Agreement, Goldcorp will receive estimated consideration of $438 million, consisting of $279 million in cash (subject to certain closing adjustments), $71 million in Leagold common shares, and retain certain tax receivables of approximately $88 million. The common shares issued to Goldcorp as consideration are expected to represent approximately 30% of the issued and outstanding shares of Leagold following the closing of the transaction. In connection with the transaction, Goldcorp recognized a reversal of a 2015 impairment in mining interests at Los Filos of approximately $59 million. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2017.

Acquisition of Gold Stream at El Morro

On February 7, 2017, the Company entered into a binding agreement with New Gold Inc. pursuant to which it agreed to purchase New Gold's 4% gold stream on the El Morro deposit, part of the company's 50/50 NuevaUnión joint venture, for cash consideration of $65 million. The transaction is expected to close in the first quarter of 2017.

Strengthened Balance Sheet:

As Goldcorp exited an intensive phase of capital spending with the completion of construction of the Cerro Negro and Éléonore mines in 2015, the Company focused on deleveraging and strengthening its balance sheet in 2016. At December 31, 2016, the Company's debt was $2.5 billion, a $180 million, or 7%, decrease from December 31, 2015. Including the debt of the Company's associates, at December 31, 2016, the Company's debt was $2.7 billion, a $330 million, or 11%, decrease from December 31, 2015⁽¹⁾. The decrease in the Company's debt was primarily due to the repayment of the Company's Argentine debt in the fourth quarter of 2016. With the repayment of these loans, the Company has no debt repayable until March 2018, when the Company's $500 million notes become due. The remaining $2.0 billion, or 80%, of the Company's debt is not repayable until after 2020.

Liquidity is expected to further improve in the first quarter of 2017 from the expected closing of the sale of the Los Filos mine and Cerro Blanco project.

(1) Includes the Company's share of debt of $160 million and $nil and debt repayments (net) of $100 million and $50 million relating to the Company's investments in Pueblo Viejo and Alumbrera, respectively.

GOLDCORP  |  8

Third Quarter Report – 2016

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

MARKET OVERVIEW

Gold

The market price of gold is the primary driver of Goldcorp's profitability. The price of gold can fluctuate widely and is affected by a number of industry and macroeconomic factors including the sale or purchase of gold by central banks and financial institutions, interest rates, exchange rates, inflation or deflation, global and regional supply and demand and the political and economic conditions of major gold-producing and gold-consuming countries throughout the world.

The gold market was split during 2016, with a promising rally over the first six months all but erased in a seven-week period following the November US presidential elections. Despite the decline in gold prices in late 2016, in the face of a strong US dollar and the threat of higher interest rates, gold still managed to finish the year with a gain of approximately 8%. After starting 2016 at its lowest price for the year at $1,063 per ounce, the metal rallied steadily to a peak of $1,375 per ounce in early July, aided by geopolitical uncertainty surrounding Britain’s future in the European Union. The metal, however, failed to hold these gains, and closed the year at $1,151 per ounce, well off its peak. The Company realized an average gold price of $1,244 per ounce in 2016 (an 8% increase compared to $1,153 per ounce in 2015) and $1,181 per ounce in the fourth quarter of 2016. Political uncertainty surrounding the transition to a new US government in 2017 is likely to influence the market over the next 12 months, as will elections in a number of European countries and the unknown impact on long-term physical demand of India’s recent demonetization of high value bank notes and efforts to reduce the use of cash in the economy.

Currency markets

The results of Goldcorp's mining operations are affected by the US dollar exchange rates. The Company has exposure to the Canadian dollar relating to its Red Lake, Éléonore, Porcupine and Musselwhite operations, exposure to the Mexican peso relating to its Peñasquito and Los Filos operations, exposure to the Argentine peso relating to its Cerro Negro operation, exposure to the Dominican Republic peso relating to its investment in Pueblo Viejo and exposure to the Guatemalan quetzal relating to its Marlin operation. The Company's exposure to the Mexican peso and Guatemalan quetzal is expected to partially decrease in the second quarter of 2017 after the expected closing of the sale of the Los Filos mine and closure of the Marlin mine, respectively.

Fluctuations in the US dollar can cause the volatility of costs reported in US dollars. In addition, monetary assets and liabilities that are denominated in non-US dollar currencies, such as cash and cash equivalents and value-added taxes are subject to currency risk. Goldcorp is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss are denominated in non-US dollar currencies. Changes in exchange rates give rise to temporary differences resulting in deferred tax liabilities with the resulting deferred tax charged or credited to income tax expense.

Goldcorp's financial risk management policy allows the hedging of foreign exchange exposure to reduce the risk associated with currency fluctuations. The Company enters into Mexican peso currency hedge contracts to purchase Mexican pesos at pre-determined US dollar amounts. These contracts are entered into to normalize operating expenses and capital spend at Peñasquito expressed in US dollar terms.

GOLDCORP  |  9

Third Quarter Report – 2016

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

Currency markets were volatile throughout 2016 as markets fluctuated due to changing expectations of interest rate increases in the US, as well as the impact of Brexit and the US presidential elections.  The Canadian dollar weakened slightly during the year, whereas the Mexican peso continued to underperform and traded to historic lows against the US dollar late in the year.

Following the Argentine government elimination of currency controls in late 2015, the Argentine peso continued to weaken in 2016, punctuated by significant volatility in the first half of the year.

Argentine Economy

Argentina's political and economic landscape has undergone significant change over the past year, and this has impacted Cerro Negro. The new Argentine government implemented structural measures at the end of 2015 and in the first quarter of 2016 to reduce or remove controls and restrictions on capital flows and foreign exchange. While these changes have eased restrictions, the economy continues to recover slowly with some obstacles yet to be overcome. The official annual inflation rate stands at more than 40 percent. The increase in the inflation rate was expected as many subsidies were eliminated. Economic activity, while slow in 2016, is expected to start recovering in 2017 in response to the government’s market-oriented reforms.

GOLDCORP  |  10

Third Quarter Report – 2016

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

OVERVIEW OF ANNUAL FINANCIAL AND OPERATING RESULTS

	2016		2015			2014
Financial Results
Revenues (1)(2)	$	3,510	$	4,375		$	3,436
Net earnings (loss) from continuing operations (2)	$	162	$	(4,203	)	$	(2,168	)
Net earnings (loss)	$	162	$	(4,157	)	$	(2,159	)
Net earnings (loss) from continuing operations per share (2)
– Basic and diluted	$	0.19	$	(5.08	)	$	(2.67	)
Net earnings (loss) per share
– Basic and diluted	$	0.19	$	(5.03	)	$	(2.66	)
Operating cash flow	$	799	$	1,430		$	1,014
Adjusted operating cash flow	$	1,120	$	1,651		$	1,393
Expenditures on mining interests (cash basis)	$	744	$	1,238		$	2,126
– Sustaining	$	537	$	705		$	731
– Expansionary	$	207	$	533		$	1,395
Dividends paid	$	97	$	370		$	488
Operating Results (3)
Gold produced (thousands of ounces)	2,873		3,464			2,871
Gold sold (thousands of ounces) (1)	2,869		3,591			2,673
Silver produced (thousands of ounces)	28,100		40,400			36,800
Copper produced (thousands of pounds)	68,900		51,500			84,800
Lead produced (thousands of pounds)	109,400		173,900			152,300
Zinc produced (thousands of pounds)	262,900		388,800			329,700
Average realized gold price (per ounce)	$	1,244	$	1,153		$	1,264
Cash costs: by-product (per ounce) (4)	$	573	$	605		$	542
Cash costs: co-product (per ounce) (5)	$	649	$	685		$	668
All-in sustaining costs (per ounce)	$	856	$	894		$	949
All-injury frequency rate (6)	1.12		1.26			1.50

(1) Excludes pre-commissioning sales ounces from Cerro Negro prior to January 1, 2015, and Éléonore prior to April 1, 2015 as costs incurred, net of proceeds from sales, were credited against capitalized project costs.

(2) In accordance with the requirements of IFRS 5 –Non-current assets held for sale and discontinued operations, the Wharf mine was classified as a discontinued operation for the year ended December 31, 2015, accordingly the 2014 comparative information for Wharf has been re-presented. The sale of Wharf was completed on February 20, 2015.

(3) The Company has presented the non-GAAP performance measures on an attributable (or Goldcorp's share) basis in the table above. AISC and adjusted operating cash flows are non-GAAP financial performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 46-52 of this report.

(4) Total cash costs: by-product, per ounce, is calculated net of Goldcorp’s share of by-product sales revenues (by-product silver sales revenues for Cerro Negro, Marlin and Pueblo Viejo; by-product lead, zinc and copper sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.09 per silver ounce (2015 – $4.07 per silver ounce) sold to Silver Wheaton Corp. and by-product copper and silver sales revenues for Alumbrera).

(5) Total cash costs: co-product, per ounce, is calculated by allocating Goldcorp’s share of production costs to each co-product (Alumbrera (copper); Marlin (silver); Pueblo Viejo (silver and copper); Peñasquito (silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 46).

(6) Based on 200,000 hours worked.

GOLDCORP  |  11

Third Quarter Report – 2016

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

REVIEW OF ANNUAL FINANCIAL RESULTS

Year ended December 31, 2016 compared to the year ended December 31, 2015

Net earnings for the year ended December 31, 2016 were $162 million, or $0.19 per share, compared to a net loss of $4,157 million, or $5.03 per share, for the year ended December 31, 2015. The net loss in 2015 was primarily due to the impairment of mining interests and goodwill recognized in the fourth quarter of 2015, partially offset by gains on the disposition of the investment in Tahoe Resources Inc. and the sale of Wharf in 2015.

Earnings from operations, associates and joint ventures for the year ended December 31, 2016 was $369 million, compared to a loss from operations, associates and joint ventures of $4,863 million for the year ended December 31, 2015. The increase in earnings was primarily due to the impairment expense recognized in 2015 compared to a reversal of impairment in 2016, favourable foreign exchange impacts on production costs, a reduction in depreciation and depletion due to lower sales volumes and the impact of the impairments recognized in 2015, and higher gold and silver prices, partially offset by lower expected sales volumes and operational challenges at Peñasquito and Cerro Negro.

Net earnings and earnings per share in the years ended December 31, 2016 and 2015 were affected by, among other things, the following non-cash or other items that management believes are not reflective of the performance of the underlying operations (items are denoted as (increases)/decreases to net earnings and net earnings per share):

	Year ended December 31, 2016									Year ended December 31, 2015
(in millions, except per share)	Pre-tax			After-tax			Per share ($/share)			Pre-tax			After-tax			Per share ($/share)
Negative deferred tax effects of foreign exchange on tax assets and liabilities and losses (1)	$	—		$	88		$	0.10		$	—		$	362		$	0.44
Impairment (reversal) expense, net	$	(49	)	$	(49	)	$	(0.06	)	$	4,906		$	3,896		$	4.71
Restructuring costs	$	50		$	34		$	0.04		$	—		$	—		$	—
Unrealized foreign exchange loss on Argentine peso denominated construction value-added tax receivable	$	26		$	26		$	0.03		$	75		$	75		$	0.09
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations at inactive and closed sites	$	(17	)	$	(11	)	$	(0.01	)	$	(39	)	$	(28	)	$	(0.03	)
Mine-site severance (2)	$	13		$	13		$	0.02		$	—		$	—		$	—
Gains on dispositions of, and dilution of ownership interest in, mining interests	$	—		$	—		$	—		$	(414	)	$	(372	)	$	(0.45	)
Gain on sale of Wharf	$	—		$	—		$	—		$	(65	)	$	(43	)	$	(0.05	)

(1) Negative deferred tax effects of foreign exchange on tax assets and liabilities and losses of $88 million in the year ended December 31, 2016 (year ended December 31, 2015 – $362 million) is composed of a foreign exchange loss on the translation of current and deferred income tax assets and liabilities, arising primarily from acquisitions and dispositions, of $189 million (year ended December 31, 2015 – $544 million), partially offset by Argentine tax deductible foreign exchange losses on US dollar denominated debt in local currency of $101 million (year ended December 31, 2015 – $182 million). 

(2) Mine-site severance relates to workforce reductions at the Company's Marlin mine as it is scheduled to close by the end of the first quarter of 2017.

Revenues

		2016 (1)		2015 (1)		Change %
Gold
	Revenue (millions)	$	2,861	$	3,502	(18	)%
	Ounces sold (thousands)	2,308		3,052		(24	)%
	Average realized price	$	1,243	$	1,151	8	%
Silver
	Revenue (millions)	$	384	$	541	(29	)%
	Ounces sold (thousands)	26,639		41,776		(36	)%
	Average realized price	$	15.14	$	13.80	10	%
Other metals
	Revenue (millions)	$	265	$	332	(20	)%
Total revenue (millions)		$	3,510	$	4,375	(20	)%

(1) Excludes attributable share of revenues from the Company's associates.

GOLDCORP  |  12

Third Quarter Report – 2016

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

Revenues decreased by $865 million, or 20%, primarily due to decreases in gold and silver sales volumes of 24% and 36%, respectively. The lower sales volumes were primarily a result of lower production at Peñasquito due to lower ore grade and recovery, and at Cerro Negro due to lower mill throughput from stockpiled ore processed in 2015. The impact of the decrease in sales volumes was partially offset by higher realized prices for gold and silver of 8% and 10%, respectively.

Production Costs

Years ended December 31	2016			2015			Change %
Raw materials and consumables	$	937		$	998		(6	)%
Salaries and employee benefits	500			582			(14	)%
Contractors	408			486			(16	)%
Royalties	69			93			(26	)%
Mine-site severance	13			—			—
Write down of inventories to net realizable value	10			158			(94	)%
Revision of reclamation and closure cost provision	(17		)	(39		)	56	%
Change in inventories	(5		)	114			(104	)%
Other	151			188			(20	)%
Total Production costs	$	2,066		$	2,580		(20	)%

Production costs decreased by $514 million, or 20%, primarily due to the favourable impact of the strengthening US dollar against the Mexican peso (approximately $80 million) and the Canadian dollar (approximately $30 million); the impact of the devaluation of the Argentine peso when it became a floating exchange rate in December 2015 (approximately $75 million), the impact of lower inventory carrying value reductions at Los Filos in 2016 compared to 2015 (approximately $150 million); the impact of 115,000 ounces produced in 2014 at Cerro Negro being sold in 2015 (approximately $80 million) and an overall decrease in costs due to lower production (approximately $100 million).

Depreciation and Depletion

	2016		2015		Change %
Depreciation and Depletion (millions)	$	1,024	$	1,493	(31	)%
Sales ounces (thousands) (1)	2,308		3,052		(24	)%
Depreciation and Depletion per ounce	$	444	$	489	(9	)%

(1) Excludes attributable share of revenues from the Company's associates.

Depreciation and depletion decreased by $469 million, or 31%, mainly due to lower sales volumes at Peñasquito and Cerro Negro and the impact of impairments on mining interests recognized in the fourth quarter of 2015.

Share of Net Earnings (Loss) of Associates and Joint Venture

(in millions)	2016		2015			Change $
Pueblo Viejo	$	169	$	53		$	116
Alumbrera	—		(62		)	62
NuevaUnión	2		—			2
Tahoe	—		8			(8		)
Share of net earnings (loss) of associates and joint venture	$	171	$	(1	)	$	172

The increase in the Company’s share of earnings of associates and joint venture of $172 million for the year ended December 31, 2016 compared to the year ended December 31, 2015 was primarily due to an increase in net earnings from Pueblo Viejo in 2016 compared to 2015 and a net loss of $62 million from Alumbrera in 2015. The increase in net earnings from Pueblo Viejo in 2016 compared to 2015 was primarily due to higher production, lower operating costs, the receipt of insurance proceeds relating to the oxygen plant failures in 2015 and lower depreciation and depletion costs. With respect to Alumbrera, at December 31, 2015, the Company recognized an impairment of its investment in Alumbrera and the carrying amount of its interest was reduced to zero. As at January 1, 2016, the Company has discontinued recognizing its share of losses of Alumbrera and did not recognize its share of earnings of Alumbrera for the year ended December 31, 2016, as future earnings will be recognized by the Company only after the Company's share of future earnings equals its share of losses not recognized.

GOLDCORP  |  13

Third Quarter Report – 2016

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

Impairment reversal (expense)

(in millions)	2016			2015
Red Lake	$	—		$	(1,213	)
Porcupine	—			(123		)
Éléonore	—			(398		)
Peñasquito	—			(1,181		)
Los Filos	59			(752		)
Marlin	(10		)	(293		)
Alumbrera	—			(107		)
Project Corridor	—			(200		)
Pueblo Viejo	—			(610		)
Other	—			(29		)
Impairment reversal (expense)	$	49		$	(4,906	)

The 2016 net impairment reversal was comprised of a reversal of impairment at Los Filos of $59 million, which was based on the expected proceeds from the sale to Leagold, offset by an impairment expense at Marlin of $10 million relating to land.

At December 31, 2015, the Company’s market capitalization deficiency was an indicator of impairment. This necessitated a recoverable value assessment on all of the Company's assets and an impairment charge of $4,906 million ($3,896 million, net of tax) of mining interests and goodwill was booked as a result.

Corporate Administration

Corporate administration expenses decreased by $20 million in 2016 compared to 2015 due primarily to reductions in corporate and regional office costs associated with the Company's productivity and cost optimization program to deliver $250 million in sustainable annual efficiencies by 2018 and the favourable impact of the strengthening US dollar of approximately $4 million.

Restructuring Charges

Restructuring costs were $50 million for the year ended December 31, 2016 compared to $nil for the year ended December 31, 2015. The restructuring costs related primarily to severance costs associated with involuntary and voluntary workforce reductions to increase efficiencies at mine sites and corporate offices.

Gain (Loss) on Derivatives

The net gain on derivatives of $3 million for the year ended December 31, 2016 was comprised of unrealized gains on warrants of $9 million, partially offset by net losses on foreign currency contracts. The net loss on derivatives of $54 million for the year ended December 31, 2015 was primarily comprised of net losses on foreign currency and commodity contracts. In 2016, the Company hedged Mexican peso currency exposure, whereas in 2015, the Company hedged Mexican peso and Canadian dollar currency exposure as well as lead, zinc and heating oil. In addition, in 2016, the Company designated a portion of its Mexican peso currency contracts as cash flow hedges, where the effective portion of the change in fair value of the hedge is recognized in Other comprehensive income until the hedged transaction occurs.

Gain on Dilution of Ownership Interest in Associate

The gain on dilution of ownership interest in associate of $99 million ($95 million, net of tax) in the year ended December 31, 2015 related to the dilution of the Company's investment in Tahoe to 25.9% on April 1, 2015 as a result of Tahoe’s acquisition of Rio Alto.

Gain on Disposition of Mining Interests

The $315 million gain on disposition of mining interests in the year ended December 31, 2015 arose on the disposition of the Company's remaining 25.9% investment in Tahoe for a total gain of $299 million ($252 million, net of tax), and the sale of the Arturo project for which the Company recognized a gain of $16 million ($11 million, net of tax).

GOLDCORP  |  14

Third Quarter Report – 2016

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

Other Expenses

Other expense of $13 million for the year ended December 31, 2016 was mainly comprised of a $68 million foreign exchange loss arising primarily from value-added tax receivables denominated in Mexican and Argentine pesos, partially offset by $49 million of interest income on loans held with Pueblo Viejo and short term investments and gains on dispositions of investments in securities. For the year ended December 31, 2015, other expense of $50 million was comprised primarily of $52 million of net foreign exchange losses arising on value added tax receivables denominated in Mexican and Argentine pesos and losses on sales of investments in securities, partially offset by interest income arising on the Company's loans held with Pueblo Viejo and cash and cash equivalents.     

Income Tax Expense (Recovery)

Income tax expense for the year ended December 31, 2016 of $60 million represented a 27% rate (year ended December 31, 2015 – income tax recovery of $485 million representing a 10% rate) and was impacted by:

• A $189 million foreign exchange loss on the translation of deferred income tax assets and liabilities arising primarily from acquisitions, compared to a $501 million foreign exchange loss for the year ended December 31, 2015; and

• A higher effective tax rate in 2016 compared to 2015, after adjusting for the above noted item and non-deductible share-based compensation expense. The increase in the effective tax rate for the 2016 year was primarily due to a significant portion of the 2015 impairments not being tax effected due to uncertainty of future loss utilization and the impairment of equity investments not being tax effected. These results were partially offset by higher after-tax income from associates in 2016 (primarily from Pueblo Viejo) compared to 2015.

Net Earnings from Discontinued Operations

Net earnings from discontinued operations of $46 million for the year ended December 31, 2015 was comprised of a $43 million net gain on the sale of Wharf and $3 million of net earnings of Wharf until February 20, 2015, the date of disposition.

AISC

AISC were $856 per ounce⁽¹⁾ for the year ended December 31, 2016, compared to $894 per ounce for the year ended December 31, 2015. The decrease in AISC was primarily due to the favourable impact of the strengthening US dollar against the Mexican peso and the Canadian dollar, the impact of the devaluation of the Argentine peso when it became a floating exchange rate in December 2015 and lower production costs, partially offset by lower sales volumes at Peñasquito, Cerro Negro, Red Lake and Marlin.

(1) AISC per ounce is a non-GAAP financial performance measure with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 46-52 of this report.

GOLDCORP  |  15

Third Quarter Report – 2016

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

OVERVIEW OF QUARTERLY FINANCIAL AND OPERATING RESULTS

	2016											2015
	Q1		Q2			Q3		Q4		Total		Q1			Q2		Q3			Q4			Total
Financial Results
Revenues (1)(2)	$	944	$	753		$	915	$	898	$	3,510	$	1,017		$	1,188	$	1,098		$	1,072		$	4,375
Net earnings (loss) from continuing operations (2)	$	80	$	(78	)	$	59	$	101	$	162	$	(139	)	$	398	$	(191	)	$	(4,271	)	$	(4,203	)
Net earnings (loss)	$	80	$	(78	)	$	59	$	101	$	162	$	(87	)	$	392	$	(191	)	$	(4,271	)	$	(4,157	)
Net earnings (loss) from continuing operations per share (2)
– Basic and diluted	$	0.10	$	(0.09	)	$	0.07	$	0.12	$	0.19	$	(0.17	)	$	0.48	$	(0.23	)	$	(4.90	)	$	(5.08	)
Net earnings (loss) per share
– Basic and diluted	$	0.10	$	(0.09	)	$	0.07	$	0.12	$	0.19	$	(0.11	)	$	0.47	$	(0.23	)	$	(5.14	)	$	(5.03	)
Operating cash flow	$	59	$	234		$	267	$	239	$	799	$	58		$	528	$	443		$	401		$	1,430
Adjusted operating cash flow (3)	$	89	$	307		$	341	$	383	$	1,120	$	118		$	523	$	506		$	504		$	1,651
Expenditures on mining interests (cash basis)	$	182	$	177		$	168	$	217	$	744	$	408		$	330	$	249		$	251		$	1,238
– Sustaining	$	140	$	140		$	112	$	145	$	537	$	160		$	193	$	164		$	188		$	705
– Expansionary	$	42	$	37		$	56	$	72	$	207	$	248		$	137	$	85		$	63		$	533
Dividends paid	$	51	$	16		$	14	$	16	$	97	$	122		$	124	$	75		$	49		$	370
Operating Results (3)
Gold produced (thousands of ounces)	784		613			715		761		2,873		725			908		922			909			3,464
Gold sold (thousands of ounces) (1)	799		616			686		768		2,869		827			903		942			918			3,591
Silver produced (thousands of ounces)	7,700		5,300			7,700		7,400		28,100		8,500			10,400		11,300			10,200			40,400
Copper produced (thousands of pounds)	17,200		14,400			16,900		20,400		68,900		9,200			8,600		12,300			21,400			51,500
Lead produced (thousands of pounds)	29,000		17,100			33,700		29,600		109,400		36,700			47,500		49,200			40,500			173,900
Zinc produced (thousands of pounds)	71,100		38,300			75,200		78,300		262,900		82,500			105,500		111,500			89,300			388,800
Average realized gold price (per ounce)	$	1,203	$	1,277		$	1,333	$	1,181	$	1,244	$	1,217		$	1,189	$	1,114		$	1,098		$	1,153
Cash costs: by-product (per ounce) (4)	$	557	$	728		$	554	$	481	$	573	$	585		$	547	$	597		$	687		$	605
Cash costs: co-product (per ounce) (5)	$	604	$	716		$	657	$	619	$	649	$	670		$	656	$	670		$	739		$	685
All-in sustaining costs (per ounce)	$	836	$	1,067		$	812	$	747	$	856	$	885		$	853	$	858		$	977		$	894

(1) Excludes pre-commissioning sales ounces from and Éléonore prior to April 1, 2015 as costs incurred, net of proceeds from sales, were credited against capitalized project costs.

(2) In accordance with the requirements of IFRS 5 –Non-current assets held for sale and discontinued operations, Wharf was classified as a discontinued operation for the year ended December 31, 2015. The sale of Wharf was completed on February 20, 2015.

(3) The Company has presented the non-GAAP performance measures on an attributable (or Goldcorp's share) basis in the table above. AISC and adjusted operating cash flows are non-GAAP financial performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 46-52 of this report.

(4) Total cash costs: by-product, per ounce, is calculated net of Goldcorp’s share of by-product sales revenues (by-product silver sales revenues for Cerro Negro, Marlin and Pueblo Viejo; by-product lead, zinc and copper sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.09 per silver ounce (2015 – $4.07 per silver ounce) sold to Silver Wheaton Corp. and by-product copper sales revenues for Alumbrera).

(5) Total cash costs: co-product, per ounce, is calculated by allocating Goldcorp’s share of production costs to each co-product (Alumbrera (copper); Marlin (silver); Pueblo Viejo (silver and copper); Peñasquito (silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 46).

GOLDCORP  |  16

Third Quarter Report – 2016

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

REVIEW OF FOURTH QUARTER FINANCIAL RESULTS

Three months ended December 31, 2016 compared to the three months ended December 31, 2015

Net earnings for the three months ended December 31, 2016 were $101 million, or $0.12 per share, compared to a net loss of $4,271 million, or $5.14 per share, for the three months ended December 31, 2015. The net loss in 2015 compared to the net earnings in 2016 was driven by the impairment of mining interest and goodwill in the fourth quarter of 2015 compared to a reversal of impairment in 2016, a decrease in production costs, primarily as result of the strengthening US dollar and decreases in inventory carrying value reductions at Los Filos, a decrease in depreciation and depletion charges as a result of lower sales volumes and the impact of the impairment in the fourth quarter of 2016, an increase in income tax expense, and the impact of a 7% increase in the average realized gold sales price compared to the fourth quarter of 2015. These increases were partially offset by a decrease in revenues as a result of lower sales volumes.

Net earnings and earnings per share in the fourth quarter of 2016 and net loss and loss per share in the fourth quarter of 2015 were affected by, among other things, the following non-cash or other items that management believes are not reflective of the performance of the underlying operations (items are denoted as (increases)/decreases to net earnings and net earnings per share):

	Three months ended December 31, 2016									Three months ended December 31, 2015
(in millions, except per share)	Pre-tax			After-tax			Per share ($/share)			Pre-tax			After-tax			Per share ($/share)
Impairment (reversal) expense, net	$	(49	)	$	(49	)	$	(0.06	)	$	4,906		$	3,896		$	4.69
Negative deferred tax effects of foreign exchange on tax assets and liabilities and losses (1)	$	—		$	46		$	0.05		$	—		$	99		$	0.12
Unrealized foreign exchange loss on Argentine peso denominated construction value-added tax receivable	$	4		$	4		$	—		$	55		$	55		$	0.07
Mine-site severance (2)	$	13		$	13		$	0.02		$	—		$	—		$	—
Restructuring costs	$	5		$	3		$	—		$	—		$	—		$	—
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations at inactive and closed sites	$	(17	)	$	(12	)	$	(0.01	)	$	(59	)	$	(41	)	$	(0.05	)

(1) Negative deferred tax effects of foreign exchange on tax assets and liabilities and losses of $46 million in the three months ended December 31, 2016 (three months ended December 31, 2015 – $99 million) is primarily composed of a foreign exchange loss on the translation of current and deferred income tax assets and liabilities, arising primarily from acquisitions and dispositions, of $68 million (three months ended December 31, 2015 – $242 million), partially offset by Argentine tax deductible foreign exchange losses on US dollar denominated debt in local currency of $22 million (three months ended December 31, 2015 – $143 million). 

(2) Mine-site severance relates to workforce reductions at the Company's Marlin mine as it is scheduled to close by the end of the first quarter of 2017.

Revenues

		2016 (1)		2015 (1)		Change %
Gold
	Revenue (millions)	$	713	$	877	(19	)%
	Ounces sold (thousands)	609		800		(24	)%
	Average realized price	$	1,178	$	1,099	7	%
Silver
	Revenue (millions)	$	95	$	125	(24	)%
	Ounces sold (thousands)	7,114		10,237		(31	)%
	Average realized price	$	14.27	$	13.07	9	%
Other metals
	Revenue (millions)	$	90	$	70	29	%
Total revenue (millions)		$	898	$	1,072	(16	)%

(1) Excludes attributable share of revenues from the Company's associates.

GOLDCORP  |  17

Third Quarter Report – 2016

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

Revenues decreased by $174 million, or 16%, primarily due to decreases in gold and silver sales volumes of 24% and 31%, respectively. The lower sales volumes were primarily a result of lower production at Peñasquito due to lower ore grade and recovery, and at Cerro Negro due to lower mill throughput from stockpiled ore processed in the fourth quarter of 2015. The impact of the decrease in sales volumes was partially offset by higher realized prices for gold and silver of 7% and 9%, respectively.

Production Costs

Production costs decreased by $146 million, or 22%, primarily due to the impact of higher inventory carrying value reductions at Los Filos (approximately $110 million) in the fourth quarter of 2015 compared to the fourth quarter of 2016.

Depreciation and Depletion

	2016		2015		Change %
Depreciation and Depletion (millions)	$	254	$	421	(40	)%
Sales ounces (thousands)	609		800		(24	)%
Depreciation and Depletion per ounce	$	417	$	526	(21	)%

Depreciation and depletion decreased by $167 million, or 40%, mainly due to lower sales volumes at Peñasquito and Cerro Negro and the impact of impairments on mining interests recognized in the fourth quarter of 2015.

Share of Net Earnings (Loss) of Associates and Joint Venture

(in millions)	2016		2015			Change $
Pueblo Viejo	$	60	$	13		$	47
Alumbrera	—		(37		)	37
NuevaUnión	—		—			—
Tahoe	—		—			—
Share of net earnings (loss) of associates and joint venture	$	60	$	(24	)	$	84

The Company’s share of earnings of associates and joint venture increased by $84 million in the fourth quarter of 2016 compared to the same period in the prior year primarily due to an increase in net earnings from Pueblo Viejo and a net loss of $37 million from Alumbrera in the fourth quarter of 2015. The increase in net earnings from Pueblo Viejo in the fourth quarter of 2016 compared to the same period in the prior year was primarily due to higher sales volumes and the receipt of insurance proceeds relating to the oxygen plant failures in 2015. With respect to Alumbrera, at December 31, 2015, the Company recognized an impairment of its investment in Alumbrera and the carrying amount of its interest was reduced to zero. As at January 1, 2016, the Company discontinued recognizing its share of losses of Alumbrera and did not recognize its share of earnings of Alumbrera for the three months ended December 31, 2016 as future earnings will be recognized by the Company only after the Company's share of future earnings equals its share of losses not recognized.

Impairment reversal (expense)

The 2016 net impairment reversal was comprised of a reversal of impairment at Los Filos of $59 million, which was based on the expected proceeds from the sale to Leagold, offset by an impairment expense at Marlin of $10 million relating to land.

At December 31, 2015, the Company’s market capitalization deficiency was an indicator of impairment. This necessitated a recoverable value assessment on all of the Company's assets and an impairment charge of $4,906 million ($3,896 million, net of tax) of mining interests and goodwill was booked as a result.

Corporate Administration

Corporate administration expenses decreased by $10 million in the fourth quarter of 2016 compared to the fourth quarter of 2015 primarily due to the Company's cost savings initiatives.

Restructuring Charges

Restructuring costs were $5 million in the three months ended December 31, 2016 compared to $nil in the three months ended December 31, 2015. The restructuring costs in the fourth quarter of 2016 related primarily to severance costs associated with the involuntary and voluntary workforce reductions to increase efficiencies at mine sites.

GOLDCORP  |  18

Third Quarter Report – 2016

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

Other Expenses

Other Expenses decreased by $68 million for the three months ended December 31, 2016 compared to the three months ended December 31, 2015 primarily due to a decrease in foreign exchange losses which arose primarily on value added tax receivables denominated in Mexican and Argentine pesos.

Income Tax Expense (Recovery)

Income tax expense for the three months ended December 31, 2016 of $38 million represented a 27% rate (three months ended December 31, 2015 – income tax recovery of $840 million representing a16% rate) and was impacted by:

• A $68 million foreign exchange loss on the translation of deferred income tax assets and liabilities arising primarily from acquisitions, compared to a $199 million foreign exchange loss for the three months ended December 31, 2015; and

• A higher effective tax rate in the fourth quarter of 2016 compared to the fourth quarter of 2015, after adjusting for the above noted item and non-deductible share-based compensation expense. The higher effective tax rate in the fourth quarter of 2016 was primarily due to a significant portion of the 2015 impairments not being tax effected due to the uncertainty of future loss utilization and the impairment of equity investments not being tax effected. These results were partially offset by higher after-tax income from associates (primarily from Pueblo Viejo) compared to the fourth quarter of 2015.

AISC

AISC were $747 per ounce⁽¹⁾ for the three months ended December 31, 2016, compared to $977 per ounce for the three months ended December 31, 2015. The decrease in AISC was primarily due to lower production costs and the favourable impact of the strengthening US dollar against the Argentine and Mexican pesos, partially offset by lower sales volumes at Cerro Negro, Los Filos, and Éléonore.

(1) AISC per ounce is a non-GAAP financial performance measure with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 46-52 of this report.

GOLDCORP  |   19

Third Quarter Report – 2016

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

FINANCIAL POSITION AND LIQUIDITY

The following table summarizes Goldcorp's cash flow activity:

	Years Ended December 31
	2016			2015
Cash flow
From continuing operations provided by operating activities	$	799		$	1,423
From continuing operations used in investing activities	(654		)	(426		)
From continuing operations used in financing activities	(294		)	(1,256		)
From discontinued operations	—			104
Decrease in cash and cash equivalents	(149		)	(155		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)
Cash and cash equivalents, beginning of period	326			482
Cash and cash equivalents reclassified as held for sale	(20		)	—
Cash and cash equivalents, end of period	$	157		$	326

Cash flow provided from operating activities for the year ended December 31, 2016 compared to the year ended December 31, 2015 decreased mainly due to lower production and sales volumes, primarily at Cerro Negro and Peñasquito, partially offset by an increase in the realized gold price. The average realized gold price increased 8% for 2016 compared to 2015.

The increase in cash flow used in investing activities of $228 million in 2016 compared to 2015 was mainly due to proceeds received from the disposition of the Company's remaining investment in Tahoe of $788 million, net of transaction costs, in the second quarter of 2015. This increase was partially offset by a decrease in expenditures on mining interest for the year ended December 31, 2016 compared to the year ended December 31, 2015.

Expenditures on mining interests (including deposits on mining interest expenditures) were as follows:

	Years Ended December 31
	2016		2015
Peñasquito (including Camino Rojo)	$	230	$	200
Cerro Negro	97		247
Red Lake (including Cochenour)	100		170
Éléonore	94		267
Porcupine (including Borden)	62		97
Musselwhite	37		38
Other	76		159
Total	$	696	$	1,178

The decrease in expenditures on mining interests for the year ended December 31, 2016 compared to the year ended December 31, 2015 reflected the completion of major construction projects in 2015, most significantly at Cerro Negro and Éléonore as they achieved commercial production in January and April 2015, respectively. In addition, expenditures at Red Lake decreased primarily to reduced project activities as Cochenour reentered the advanced exploration study phase to better define the deposit. Expenditures at Porcupine decreased as a result of the completion of the Hoyle Deep project in April 2016. Other expenditures decreased as a result of lower expenditures at Marlin as it approaches the end of its mine life and at Los Filos due to the revised life of mine plan that includes a smaller pit and lower stripping costs.

The decrease of $962 million in cash used in financing activities in 2016 as compared to 2015 was due to credit facility repayments of $840 million in 2015 as compared to $nil in 2016. The $30 million withdrawn against the credit facility in 2016 was offset by an increase in Cerro Negro debt repayments as compared to the year ended December 31, 2015. The decrease was further explained by a decrease in dividends paid of $273 million for the year ended December 31, 2016 due to a reduction in the Company's dividend payments. Effective April 1, 2016, the Company’s Board of Directors reduced the annual dividend to $0.08 per share and amended the dividend payment schedule such that dividends were paid quarterly commencing in June 2016 as a prudent measure to increase financial flexibility.

GOLDCORP  |  20

Third Quarter Report – 2016

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

In June 2016, Goldcorp implemented a Dividend Reinvestment Plan ("DRIP"), which offers shareholders an opportunity to increase their investment in Goldcorp without additional transaction costs by receiving dividend payments in the form of common shares of the Company. The DRIP allows shareholders to reinvest their cash dividends into common shares issued from treasury at a 3% percent discount to the average market price calculated at the time of dividend payment. Participation in the DRIP is optional and does not affect shareholders' cash dividends unless they elect to participate in the DRIP. During the year ended December 31, 2016, the Company issued 319,483 common shares to shareholders who participated in the DRIP.

During 2016, the Company completed the extension of its $3.0 billion credit facility term by one year to June 22, 2021. The unsecured floating rate facility bears interest at LIBOR plus 150 basis points when drawn, based on Goldcorp's current BBB+/Baa3 rating, and is intended to be used for liquidity and general corporate purposes.

At December 31, 2016, the Company had $3.17 billion of available liquidity held in $0.20 billion of cash and cash equivalents and short term investments, and an undrawn credit facility of $2.97 billion.

The Company may from time to time seek to retire or repurchase our outstanding debt in open market purchases, privately negotiated transactions or otherwise.  Such repurchases, if any, will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amount of debt retired or repurchased may be material.

Commitments

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities of the Company's financial liabilities and operating and capital commitments at December 31, 2016, shown in contractual undiscounted cashflow:

	Within 1 year		2 to 3 years		4 to 5 years		Over 5 years		Total
Financial Liabilities
Accounts payable and accrued liabilities (1)	$	462	$	—	$	—	$	—	$	462
Derivative liabilities designated as hedging instruments	14		8		—		—		22
Debt repayments (principal portion)	30		500		550		1,450		2,530
Interest payments on debt	93		168		153		608		1,022
Other	1		3		2		17		23
Total Financial liabilities	600		679		705		2,075		4,059
Other Commitments
Capital expenditure commitments (2)	64		11		—		—		75
Reclamation and closure cost obligations	69		86		26		1,605		1,786
Minimum rental and lease payments (3)	3		8		7		17		35
Other	165		14		—		63		242
Total Other Commitments	301		119		33		1,685		2,138
Total Financial Liabilities and Commitments	$	901	$	798	$	738	$	3,760	$	6,197

⁽¹⁾  Excludes accrued interest on debt which is disclosed separately in the above table.

⁽²⁾  Contractual commitments are defined as agreements that are enforceable and legally binding. Certain of the contractual commitments may contain cancellation clauses; however, the Company discloses the contractual maturities of the Company's operating and capital commitments based on management's intent to fulfill the contract.

⁽³⁾  Excludes the Company's minimum finance lease payments.

At December 31, 2016, the Company had letters of credit outstanding in the amount of $423 million (December 31, 2015 – $580 million) of which $303 million (December 31, 2015 – $275 million) represented guarantees for reclamation obligations and $nil (December 31, 2015 – $211 million) represented guarantees for certain of the Company's Argentine debt. The Company's capital commitments for the next twelve months amounted to $64 million at December 31, 2016.

GOLDCORP  |  21

Third Quarter Report – 2016

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

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, 2016, royalties included in production costs amounted to $69 million (2015 – $93 million). At December 31, 2016, the significant royalty arrangements of the Company and its associates and joint venture were as follows:

Mining properties:
Musselwhite	1.25 – 5% of NPI
Éléonore	2.2 – 3.5% of NSR
Peñasquito	2% of NSR and 0.5% of gross income on sale of gold and silver
Cerro Negro	3% of modified NSR and 1% of net earnings
Alumbrera	3% of modified NSR plus 20 – 30% of net proceeds after capital recovery and changes in working capital
Pueblo Viejo	3.2% of NSR
NuevaUnión	1.5% – 2% modified NSR on portions of the property and 2% NPI
Coffee	2% of NSR
Other mines	0.5% of gross income on sale of gold and silver or 5% of NSR

Capital Resources

The capital of the Company consists of items included in shareholders’ equity and debt net of cash and cash equivalents and short term investments as follows:

	At December 31 2016			At December 31 2015
Shareholders’ equity	$	13,415		$	12,848
Debt	2,510			2,688
	15,925			15,536
Less: Cash and cash equivalents	(157		)	(326		)
Short term investments	(43		)	(57		)
	$	15,725		$	15,153

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 instituted 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 short term investments.

Outstanding Share Data

As at February 15, 2017, there were 854 million common shares of the Company issued and outstanding and 10 million stock options outstanding which are exercisable into common shares at exercise prices ranging between C$20.27 per share to C$48.72 per share and 3 million restricted stock units outstanding.

GOLDCORP  |  22

Third Quarter Report – 2016

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

GUIDANCE

Consistent with Goldcorp’s focus on profitable ounces and growing NAV per share, forecast gold production is expected to be 2.5 million ounces (+/- 5%), in line with previous 2017 guidance after accounting for the recently announced sale of Los Filos and the closure of Marlin.   AISC are expected to be approximately $850 per ounce⁽²⁾ (+/- 5%) as the Company continues to realize savings from its $250 million target in annual sustainable efficiencies. The Company’s five year growth outlook is focused on growing production by 20% to 3 million ounces, reducing AISC by 20% to $700 per ounce and growing gold reserves by 20% to 50 million ounces.

Mine-by-mine forecast 2017 gold production and AISC are as follows:

Mine	Gold Production (1,2) (oz)	AISC (1,2,3) ($/oz)
Peñasquito	410,000	$825
Cerro Negro	410,000	$685
Pueblo Viejo	415,000	$530
Éléonore	315,000	$985
Red Lake	300,000	$870
Porcupine	285,000	$900
Musselwhite	265,000	$715
Other	100,000	$1,250
Consolidated	2,500,000 (+/- 5%)	$850 (+/-5%)

2017 Financial Guidance

Total cash costs on a by-product basis are expected to be $500 (+/- 5%)⁽²⁾. Sustaining capital expenditures are forecast to be $700 million (+/- 5%). Expansionary, or growth capital is expected to be $600 million (+/- 5%) with the majority of the spending on key projects including Peñasquito's PLP, Musselwhite's MHP, Borden, Coffee, Cochenour and NuevaUnión.

Company-wide exploration expenditures in 2017 are expected to total $100 million, of which approximately 40% is expected to be expensed. Corporate administration expense is forecast to be approximately $160 million, which includes share-based compensation of approximately $50 million. Depreciation and depletion expense is expected to be $435 per ounce. The effective tax rate on net income before share-based compensation is expected to be approximately 40% to 45%.

Five-Year Forecast

Year-by-year gold production and AISC are forecast as follows:

Year	Gold Production (oz) (+/-5%)	AISC ($/oz) (+/-5%)
2017	2,500,000	$850
2018	2,500,000	$800
2019	2,700,000	$750
2020	3,000,000	$700
2021	3,000,000	$700

GOLDCORP  |   23

Third Quarter Report – 2016

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

Price and cost assumptions used to forecast total cash costs and gold equivalent calculations include:

	2017 - 2018	2019 - 2021
Gold (oz)	$1,250	$1,250
Silver (oz)	$19.00	$19.00
Copper (lb)	$2.25	$2.25
Zinc (lb)	$1.00	$0.90
Lead (lb)	$0.89	$0.80
Foreign exchange (respectively to the US$)
Canadian dollar	$1.30	$1.30
Mexican peso	19.00	16.25

(1) Guidance projections (“Guidance”) are considered “forward-looking statements” and represent management’s good faith estimates or expectations of future production results as of the date hereof. Guidance is based upon certain assumptions, including, but not limited to, metal prices, oil prices, certain exchange rates and other assumptions. Such assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, Guidance cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon Guidance and forward-looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur.

(2) The Company has presented the non-GAAP performance measures on an attributable (or Goldcorp's share) basis. AISC per ounce and cash costs: by-product are non-GAAP financial performance measures with no standardized definition under IFRS. For further information, please see pages 46-52 of this report.

(3) The Company’s projected AISC are not based on GAAP total production cash costs, which forms the basis of the Company’s cash costs: by-product. The projected range of AISC is anticipated to be adjusted to include sustaining capital expenditures, corporate administrative expense, exploration and evaluation costs and reclamation cost accretion and amortization, and exclude the effects of expansionary capital, tax payments, dividends and financing costs. Projected GAAP total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion and amortization and tax payments. Due to the uncertainty of the likelihood, amount and timing of any such items, the Company does not have information available to provide a quantitative reconciliation of projected AISC to a total production cash costs projection.

GOLDCORP  |  24

Third Quarter Report – 2016

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

OPERATIONAL REVIEW

The Company’s principal producing mining properties are comprised of the Peñasquito mine in Mexico; the Cerro Negro mine in Argentina; the Pueblo Viejo mine (40.0% interest) in the Dominican Republic and the Red Lake, Éléonore, Porcupine, and Musselwhite mines in Canada. Cerro Negro and Éléonore achieved commercial production effective January 1, 2015 and April 1, 2015, respectively.

Operating results of operating segments are reviewed by the Company's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. The Company considers each individual mine site as operating segments for financial reporting purposes except as noted below. Effective January 1, 2016, the CODM reviews the results of the Company's mines that have short mine lives and are headed for closure together as one operating segment. Accordingly, the Company has grouped Los Filos and Marlin into one operating segment, Other mines. On the same basis, the Company has presented its 37.5% interest in Alumbrera in the Other associate operating segment due to its short mine life. Effective July 1, 2016, NuevaUnión results and El Morro were presented in Other. The segment information for the three months and year endedDecember 31, 2015 has been adjusted to reflect the Company's reportable operating segments for the three months and year endedDecember 31, 2016.

The Company’s 100% interests in the Cochenour and Borden projects in Canada are included in the Red Lake and Porcupine reportable operating segments, respectively. The Company's 50% interest in the NuevaUnión project in Chile and 100% interest in the Coffee project in the Yukon are included in Other.

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

Segmented Financial and Operating Highlights

Year ended December 31		Revenue ($ millions)	Gold produced (000's of ounces)	Gold sold (000's of ounces)	Total cash costs: by-product ($/oz) (1), (4)	AISC ($/oz) (2), (4)
Peñasquito	2016	1,044	465	449	483	937
	2015	1,646	860	893	320	544
Cerro Negro	2016	532	363	382	505	705
	2015	790	507	580	600	769
Red Lake	2016	388	324	313	582	872
	2015	427	376	366	572	906
Éléonore	2016	346	274	278	875	981
	2015	259	268	231	911	1,007
Porcupine	2016	343	277	275	688	898
	2015	315	274	273	776	1,078
Musselwhite	2016	321	261	260	538	678
	2015	311	270	269	599	766
Other mines	2016	536	346	351	771	914
	2015	627	442	440	937	1,249
Other (2)	2016	—	—	—	—	75
	2015	—	—	—	—	70
Total before associates	2016	3,510	2,310	2,308	622	951
	2015	4,375	2,997	3,052	603	916
Pueblo Viejo (4)	2016	607	467	467	343	439
	2015	542	382	450	495	607
Other associate (4)	2016	257	96	94	509	603
	2015	188	74	73	1,264	1,670
Wharf (5)	2016	—	—	—	—	—
	2015	19	11	16	941	996
Total – including associates	2016	4,374	2,873	2,869	573	856
	2015	5,124	3,464	3,591	605	894

GOLDCORP  |  25

Third Quarter Report – 2016

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

Three months ended December 31		Revenue ($ millions)	Gold produced (000's of ounces)	Gold sold (000's of ounces)	Total cash costs: by-product ($/oz) (1), (4)	AISC ($/oz) (2), (4)
Peñasquito	2016	362	183	185	205	487
	2015	354	170	195	451	687
Cerro Negro	2016	90	66	70	778	1,024
	2015	166	147	132	577	872
Red Lake	2016	87	88	76	608	932
	2015	102	100	92	610	959
Éléonore (3)	2016	82	65	69	965	1,075
	2015	112	105	103	677	761
Porcupine	2016	76	66	63	733	985
	2015	82	74	74	769	1,031
Musselwhite	2016	87	75	74	511	696
	2015	92	81	83	527	699
Other mines	2016	114	65	72	729	880
	2015	164	116	121	1,379	1,642
Other (2)	2016	—	—	—	—	59
	2015	—	—	—	—	64
Total before associates and discontinued operations	2016	898	608	609	561	869
	2015	1,072	793	800	698	1,009
Pueblo Viejo (4)	2016	168	127	132	202	311
	2015	108	90	93	502	608
Other associate (4)	2016	80	26	27	56	140
	2015	58	26	25	1,028	1,274
Total – including associates and discontinued operations	2016	1,146	761	768	481	747
	2015	1,238	909	918	687	977

(1) Total cash costs: by-product, per ounce, is calculated net of Goldcorp’s share of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin and Pueblo Viejo; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.09 per silver ounce (2015 – $4.07 per silver ounce) sold to Silver Wheaton).

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

(3) Gold produced in 2015 include pre-commercial production ounces from Éléonore. However, gold sold excludes pre-commissioning sales ounces from Éléonore, prior to April 1, 2015 as these ounces were credited against capitalized project costs.

(4) The Company has included certain non-GAAP performance measures including the Company’s share of the applicable production, sales and financial information of Alumbrera, Pueblo Viejo and NuevaUnión (formerly referred to as Project Corridor), throughout this document. Total cash costs: by-product and AISC are non-GAAP performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 46-52 of this report.

(5) In accordance with the requirements of IFRS 5 –Non-current assets held for sale and discontinued operations, Wharf was classified as a discontinued operation for the year ended December 31, 2016. The sale of Wharf was completed on February 20, 2015.

GOLDCORP  |  26

Third Quarter Report – 2016

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

OPERATIONAL REVIEW

Peñasquito, Mexico (100%-owned)

	Three months ended December 31						Year ended December 31
Operating Data	2016		2015		Change		2016		2015		Change
Tonnes of ore mined – sulphide (thousands)	14,342		9,784		47	%	46,735		39,079		20	%
Tonnes of ore mined – oxide (thousands)	—		65		(100	)%	1,106		3,038		(64	)%
Tonnes of waste removed (thousands)	27,501		38,590		(29	)%	133,771		151,924		(12	)%
Tonnes of total material moved (thousands)	41,843		48,441		(14	)%	181,612		194,041		(6	)%
Ratio of waste to ore	1.9		3.9		(51	)%	2.8		3.6		(22	)%
Average Gold head grade (grams/tonne)	0.95		0.79		20	%	0.70		1.00		(30	)%
Average Silver head grade (grams/tonne)	21.98		26.88		(18	)%	22.98		28.25		(19	)%
Average Lead head grade	0.20	%	0.27	%	(26	)%	0.22	%	0.30	%	(27	)%
Average Zinc head grade	0.58	%	0.63	%	(8	)%	0.54	%	0.68	%	(21	)%
Sulphide Ore
Tonnes of ore milled (thousands)	9,243		9,854		(6	)%	34,112		38,870		(12	)%
Average Gold recovery rate	69	%	68	%	1	%	63	%	72	%	(13	)%
Average Silver recovery rate	81	%	81	%	—	%	79	%	80	%	(1	)%
Average Lead recovery rate	78	%	72	%	8	%	72	%	71	%	1	%
Average Zinc recovery rate	80	%	77	%	4	%	77	%	79	%	(3	)%
Concentrates Produced – Payable Metal Produced
Gold (thousands of ounces)	181		162		12	%	450		833		(46	)%
Silver (thousands of ounces)	4,790		6,329		(24	)%	17,628		25,284		(30	)%
Lead (thousands of pounds)	29,600		40,500		(27	)%	109,400		173,900		(37	)%
Zinc (thousands of pounds)	78,300		89,300		(12	)%	262,900		388,800		(32	)%
Lead concentrate (dry metric tonnes)	33,500		39,000		(14	)%	117,600		159,300		(26	)%
Zinc concentrate (dry metric tonnes)	76,600		90,600		(15	)%	273,400		375,100		(27	)%
Oxide Ore
Tonnes of ore processed (thousands of ounces)	—		65		(100	)%	1,106		3,038		(64	)%
Produced (thousands of ounces)
Gold Produced (thousands of ounces)	2		8		(75	)%	15		28		(46	)%
Silver Produced (thousands of ounces)	40		130		(69	)%	275		642		(57	)%
Total Payable Metal Produced
Gold (thousands of ounces)	183		170		8	%	465		860		(46	)%
Silver (thousands of ounces)	4,830		6,459		(25	)%	17,903		25,927		(31	)%
Lead (thousands of pounds)	29,600		40,500		(27	)%	109,400		173,900		(37	)%
Zinc (thousands of pounds)	78,300		89,300		(12	)%	262,900		388,800		(32	)%
Gold equivalent (thousands of ounces) (1)	347		369		(6	)%	1,050		1,689		(38	)%

GOLDCORP  |   27

Third Quarter Report – 2016

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

	Three months ended December 31							Year ended December 31
	2016		2015			Change		2016		2015			Change
Sulphide and Oxide Ores – Payable Metal Sold
Gold (thousands of ounces)	185		195			(5	)%	449		893			(50	)%
Silver (thousands of ounces)	5,038		6,794			(26	)%	17,592		27,087			(35	)%
Lead (thousands of pounds)	33,600		41,700			(19	)%	110,000		178,400			(38	)%
Zinc (thousands of pounds)	70,500		98,000			(28	)%	259,800		388,200			(33	)%
Total Cash Costs: By-product (per ounce) (3)	$	205	$	451		(55	)%	$	483	$	320		51	%
Total Cash Costs: Co-product (per ounce) (3)	$	598	$	612		(2	)%	$	780	$	562		39	%
AISC (per ounce)	$	487	$	687		(29	)%	$	937	$	544		72	%
Mining cost (per tonne)	$	1.79	$	2.11		(15	)%	$	1.98	$	2.09		(5	)%
Milling cost (per tonne)	$	5.25	$	6.41		(18	)%	$	5.76	$	6.61		(13	)%
General and administrative cost (per tonne milled)	$	3.26	$	2.96		10	%	$	2.57	$	2.28		13	%
Off-site cost per tonne sold (lead)	$	597	$	690		(13	)%	$	630	$	662		(5	)%
Off-site cost per tonne sold (zinc)	$	339	$	323		5	%	$	317	$	338		(6	)%
Financial Data (in millions)
Revenues (2)	$	362	$	354		2	%	$	1,044	$	1,646		(37	)%
Production costs	$	183	$	221		(17	)%	$	698	$	890		(22	)%
Depreciation and depletion	$	78	$	100		(22	)%	$	243	$	391		(38	)%
Earnings (loss) from operations	$	100	$	(1,152	)	n/a		$	99	$	(821	)	n/a
Expenditures on mining interests (cash basis)	$	64	$	50		28	%	$	235	$	202		16	%
– Sustaining	$	49	$	41		20	%	$	195	$	186		5	%
– Expansionary	$	15	$	9		67	%	$	40	$	16		150	%

(1) Gold equivalent ounces are calculated using the following assumptions: $1,100 per ounce of gold; by-product metal prices of $16.50 per ounce of silver; $0.90 per pound of zinc; and $0.95 per pound of lead (2015 – $1,300; $22.00; $0.90; and $0.90 respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2) Includes 25% of silver ounces sold to Silver Wheaton at $4.09 per ounce (2015 – $4.07 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, total cash costs for the three months and year ended December 31, 2016 would have been $598 per ounce of gold, $7.88 per ounce of silver, $0.69 per pound of lead and $0.67 per pound of zinc, and $780 per ounce of gold, $9.81 per ounce of silver, $0.87 per pound of lead and $0.79 per pound of zinc, respectively (three months and year ended December 31, 2015 – $612, $8.60, $0.76, and $0.72, and $562, $8.00, $0.68, and $0.69, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 46). The actual and budget silver price for Peñasquito takes into consideration that 25% of silver ounces are sold to Silver Wheaton at $4.09 per ounce (2015 – $4.07 ounce) with the remaining 75% of silver ounces sold at market rates.

Operating Highlights

Gold production for 2016 was 46% lower than 2015 primarily due to lower ore grade as a result of mine sequencing, lower throughput due to harder ore types processed, a longer than anticipated period to ramp up to full production following a planned 10 day shut down in the second quarter, and lower recoveries associated with processing low grade stockpiled ore. In 2015, the mine sequence had ore sourced from the comparatively higher grade area of Phase 5C.

During 2016 Peñasquito stockpiled an additional 12.6 million tonnes of sulphide ore due to the high carbon content. As part of the Pyrite Leach project, a carbon pre-flotation facility is being constructed, which is anticipated to be completed in the second quarter of 2018, which is expected to allow for the efficient processing of the higher carbon content ore.

Financial Highlights

Earnings from operations of $99 million in 2016 compared to earnings of $360 million in 2015 (excluding the $1,181 million impairment in mining interest). Earnings decreased as lower production resulted in lower revenues, partially offset by lower depreciation and production costs. Production costs decreased as productivity in the pit improved significantly during 2016 due to improved pit conditions with large and wide cut-backs being established, continued focus on balancing truck haulage with available loading units, and optimization of drill-and-blast activities. The ongoing cost efficiency initiatives are expected to result in further productivity improvements in 2017.

GOLDCORP  |  28

Third Quarter Report – 2016

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

AISC for 2016 were 72% higher than 2015 due to lower gold production, partially offset by higher by-product credits per ounce, lower operating costs, and the devaluation of the Mexican peso.

The Northern Well Field project reached full production capacity during the fourth quarter of 2016 and is expected to satisfy Peñasquito's long-term water requirements.  The project was delivered within budget and project demobilization activities were substantially complete in December.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 8% higher than the fourth quarter of 2015, as the mine sequenced into higher grade Phase 5D ore in the last quarter of 2016. Phase 5D is expected to produce high grade ore until the third quarter of 2017.

AISC for the fourth quarter of 2016 were 29% lower than the fourth quarter of 2015 due to higher gold production and lower production costs.

2017 Outlook

Peñasquito is expected to produce 410,000 ounces of gold (+/-5%). The decrease compared to 2016 is due to lower grades as the high-grade ore from Phase 5D is expected to be mined by the third quarter of 2017, and more low-grade ore from the stockpiles will be processed during the year.

In addition, the pit will undergo a significant stripping campaign for Phase 6D, a higher grade portion of the pit, with current plans to begin mining Phase 6D in the fourth quarter of 2018. Pre-stripping of the Chile Colorado pit is expected to commence in the second quarter of 2017, with mining of ore expected to commence in late 2018.

AISC is expected to be $825 per ounce (+/-5%). The decrease compared to 2016 is due to productivity improvements that are expected to be partially offset by lower gold production. Sustaining capital is expected to be higher than normal in 2017 as the mine plan requires increased stripping in 2017 compared to 2016 and the tailings dam is being raised.

GOLDCORP   |   29

Third Quarter Report – 2016

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

Cerro Negro, Argentina (100%-owned)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore mined (thousands)	166			313			(47	)%	811			845			(4	)%
Tonnes of ore milled (thousands)	166			330			(50	)%	827			1,256			(34	)%
Average mill Gold grade (grams/tonne)	14.43			15.34			(6	)%	14.35			13.47			7	%
Average mill Silver grade (grams/tonne)	112.7			163.6			(31	)%	132.1			180.4			(27	)%
Average Gold recovery rate	96		%	94		%	2	%	95		%	94		%	1	%
Average Silver recovery rate	88		%	86		%	2	%	87		%	83		%	5	%
Gold Produced (thousands of ounces)	66			147			(55	)%	363			507			(28	)%
Silver Produced (thousands of ounces)	478			1,489			(68	)%	3,087			6,100			(49	)%
Gold equivalent ounces produced (thousands of ounces)(1)	73			173			(58	)%	410			611			(33	)%
Gold Sold (thousands of ounces)	70			132			(47	)%	382			580			(34	)%
Silver Sold (thousands of ounces)	540			1,450			(63	)%	3,308			7,395			(55	)%
Total Cash Costs: By-product (per ounce) (2)	$	778		$	577		35	%	$	505		$	600		(16	)%
Total Cash Costs: Co-product (per ounce) (2)	$	810		$	627		29	%	$	574		$	667		(14	)%
AISC (per ounce)	$	1,024		$	872		17	%	$	705		$	769		(8	)%
Mining cost (per tonne)	$	111.93		$	87.50		28	%	$	102.42		$	108.77		(6	)%
Milling cost (per tonne)	$	39.05		$	43.59		(10	)%	$	40.47		$	42.94		(6	)%
General and administrative cost (per tonne milled)	$	160.30		$	110.30		45	%	$	127.61		$	113.33		13	%
Financial Data (in millions)
Revenues	$	90		$	166		(46	)%	$	532		$	790		(33	)%
Production costs	$	64		$	97		(34	)%	$	249		$	465		(46	)%
Depreciation and depletion	$	45		$	76		(41	)%	$	217		$	348		(38	)%
Earnings (loss) from operations	$	(23	)	$	(8	)	188	%	$	52		$	(23	)	n/a
Expenditures on mining interests (cash basis)	$	22		$	47		(53	)%	$	97		$	247		(61	)%
– Sustaining	$	15		$	39		(62	)%	$	68		$	95		(28	)%
– Expansionary	$	7		$	8		(13	)%	$	29		$	152		(81	)%

(1) Gold equivalent ounces are calculated using the following assumptions: $1,100 per ounce of gold and a by-product metal price of $16.50 per ounce of silver (2015 – $1,300 and $22.00, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2) The calculation of total cash costs per ounce of gold is net of by-product silver sales revenues. If silver were treated as a co-product, average total cash costs at Cerro Negro for the three months and year ended December 31, 2016 would be $810 per ounce of gold and $12.14 per ounce of silver and $574 per ounce of gold and $8.74 per ounce of silver, respectively (three months and year ended December 31, 2015 – $627 and $9.85, $667 and $10.46, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 46).

Operating Highlights

Gold production for 2016 was 28% lower than 2015 primarily due to production in 2015 included processing 410,000 tonnes of ore from stockpiles and 4% lower mine production in 2016. The ramp up of mining operations at Cerro Negro was impacted by labour disruptions associated with the workforce reduction that was undertaken as part of the restructuring process in the second quarter to align costs and staffing levels with production capability. Management implemented a maintenance and supply chain improvement program during the second half of 2016 to improve underground equipment availability.

Financial Highlights

Earnings from operations were $52 million in 2016 compared to a loss of $23 million in 2015. Earnings increased due to a decrease in production costs of $216 million including the elimination of Argentina's tax on doré exports, a devaluation of the Argentine peso and a higher realized gold price, partially offset by lower gold production and inflation.

GOLDCORP  |  30

Third Quarter Report – 2016

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

AISC for 2016 were 8% lower than 2015 due to lower sustaining capital costs, partially offset by lower gold production. On a per unit basis, mining costs held steady with lower tonnes matching lower costs, while milling unit costs improved 6% as cost control measures more than offset lower milled tonnes.

Sustaining capital expenditures decreased by 28% as management established new investment rates in the mine related to the cost management program. Expansionary capital expenditures decreased by 81% due to the completion of the Cerro Negro construction phase activities in early 2015.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 55% lower than the fourth quarter of 2015 due to the processing in 2015 of 47,000 tonnes from the stockpile and the 2016 work stoppages that were associated with the workforce reduction.

AISC for the fourth quarter of 2016 were 17% higher than the fourth quarter of 2015 due to lower production partially offset by lower production costs.

2017 Outlook

Cerro Negro is expected to produce 410,000 ounces of gold (+/-5%). The increase compared to 2016 is due to the continued ramp up of the mine as development rates improve. The production ramp-up to 4,000 tonnes per day is expected to be achieved during the second half of 2018.

During the fourth quarter of 2016 the prefeasibility study on the optimal mine design, development execution plan, and production schedule was completed. The plan has development at Mariana Norte continuing to ramp up through 2017 with first ore production expected in 2018. Development of the Emilia vein is expected to begin in the second half of 2017 and is expected to replace production from Eureka in 2019.

AISC is expected to be $685 per ounce (+/-5%), similar to 2016, as a result of lower grades and higher sustaining capital, offset by continued optimization of the cost structure.

Sustaining capital for 2017 is mainly for mine development, expansion of the tailings dam facility and equipment purchases. Cerro Negro has commenced a prefeasibility study to determine whether filtered tailings and/or paste backfill would have a positive effect on NAV.

GOLDCORP  |  31

Third Quarter Report – 2016

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

Pueblo Viejo, Dominican Republic (40%-owned)

(tabular amounts below represent Goldcorp's proportionate 40% share)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore mined (thousands)	1,741			2,851			(39	)%	7,452			7,368			1	%
Tonnes of waste removed (thousands)	1,671			1,324			26	%	8,066			7,789			4	%
Ratio of waste to ore	1.0			0.5			100	%	1.1			1.1			—	%
Tonnes of ore processed (thousands)	826			546			51	%	3,018			2,767			9	%
Average mill head grade (grams/tonne)	5.07			5.93			(15	)%	5.28			4.94			7	%
Average recovery rate	93		%	86		%	8	%	91		%	87		%	5	%
Gold Produced (thousands of ounces)	127			90			41	%	467			382			22	%
Gold Sold (thousands of ounces)	132			93			42	%	467			450			4	%
Total Cash Costs: By-product (per ounce)(1)	$	202		$	502		(60	)%	$	343		$	495		(31	)%
Total Cash Costs: Co-product (per ounce)(1)	$	252		$	529		(52	)%	$	380		$	516		(26	)%
AISC (per ounce)	$	311		$	608		(49	)%	$	439		$	607		(28	)%
Mining cost (per tonne)	$	2.98		$	2.83		5	%	$	2.82		$	2.69		5	%
Milling cost (per tonne)	$	18.91		$	60.76		(69	)%	$	37.88		$	50.63		(25	)%
General and administrative cost (per tonne milled)	$	9.79		$	15.36		(36	)%	$	10.67		$	11.62		(8	)%
Financial Data (in millions) (2)
Revenues	$	168		$	108		56	%	$	607		$	542		12	%
Production costs	$	36		$	52		(31	)%	$	185		$	242		(24	)%
Depreciation and depletion	$	3		$	22		(86	)%	$	35		$	120		(71	)%
Earnings (loss) from operations	$	129		$	(576	)	n/a		$	387		$	(429	)	n/a
Expenditures on mining interests (cash basis)	$	12		$	7		71	%	$	40		$	41		(2	)%
– Sustaining	$	12		$	7		71	%	$	40		$	41		(2	)%
– Expansionary	$	—		$	—		—		$	—		$	—		—

(1) The calculation of total cash costs per ounce of gold is net of by-product silver sales revenue. If silver were treated as a co-product, total cash costs for the three months and year ended December 31, 2016 would be $252 per ounce of gold and $3.43 per ounce of silver and $380 per ounce of gold and $5.16 per ounce of silver, respectively (three months and year ended December 31, 2015 – $529 and $7.92, $516 and $7.74, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 33).

(2) The Company’s 40% interest in Pueblo Viejo is classified as an investment in associate and is accounted for using the equity method with the Company’s share of net earnings and net assets separately disclosed in the Consolidated Statements of Earnings (Loss) and Consolidated Balance Sheets, respectively. The financial data disclosed in the table represents the financial data of Pueblo Viejo on a proportionate rather than equity basis. For the three months and year ended December 31, 2016, the Company's equity earnings from Pueblo Viejo were $60 million and $169 million, respectively (three months and year ended December 31, 2015 – equity earnings of $13 million and $53 million and an impairment charge of $610 million, respectively).

Operating Highlights

Gold production for 2016 was 22% higher than 2015 primarily due to higher ore milled, grades and recoveries. Ore milled in 2016 increased by 9% in comparison with 2015 as a consequence of lower tonnage processed in 2015 primarily due to the oxygen plant failure in November. Higher gold recovery in 2016 was a result of ore processed containing lower organic carbon than in 2015. The increase in head grades was attributable to the mining sequence.

Material mined in 2016 was slightly above 2015 as a result of improvements in the utilization of equipment, the use of contractors to perform re-handle activities, and a more efficient loading fleet.

Financial Highlights

Earnings from operations were $387 million in 2016 compared to earnings of $181 million in 2015 (excluding the $610 million 2015 impairment in mining interest). Earnings increased from higher revenues from increased production, a higher gold price, lower production costs, the receipt of insurance proceeds relating to the oxygen plant failure in 2015 and lower depreciation and depletion costs.

GOLDCORP  |  32

Third Quarter Report – 2016

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

AISC for 2016 were 28% lower than 2015 due to lower operating costs and higher production. Operating costs were lower in 2016 than 2015 primarily due to lower maintenance costs which resulted from a major maintenance shutdown in late 2015, and lower power costs due to reduced rates.

Sustaining capital expenditures for 2016 were in line with 2015.

Fourth Quarter 2016 Results

Gold production in the fourth quarter of 2016 was 41% higher than the fourth quarter of 2015 primarily due to higher throughput as the mill experienced an oxygen plant failure which reduced throughput in the fourth quarter of 2015.

AISC for the fourth quarter of 2016 were 49% lower than the fourth quarter 2015 due to higher gold production and lower production costs. Higher production in 2016 resulted from lower throughput in 2015 due to the oxygen plant failure. Lower production costs in 2016 were primarily due to the receipt of insurance proceeds related to the oxygen plant failure.

2017 Outlook

Pueblo Viejo is expected to produce 415,000 ounces of gold (+/-5%). The decrease compared to 2016 is due to lower grade. AISC is expected to be $530 per ounce (+/-5%). The increase compared to 2016 is due to the insurance proceeds received in 2016 and higher sustaining capital expenditures.

GOLDCORP   |   33

Third Quarter Report – 2016

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

Red Lake, Canada (100%-owned)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore milled (thousands)	170			201			(15	)%	646			646			—	%
Average mill head grade (grams/tonne)	15.04			15.57			(3	)%	16.18			18.44			(12	)%
Average recovery rate	96		%	95		%	1	%	96		%	96		%	—	%
Gold Produced (thousands of ounces)(1)	88			100			(12	)%	324			376			(14	)%
Gold Sold (thousands of ounces)	76			92			(17	)%	313			366			(14	)%
Total Cash Costs: By-product (per ounce)	$	608		$	610		—	%	$	582		$	572		2	%
AISC (per ounce)	$	932		$	959		(3	)%	$	872		$	906		(4	)%
Mining cost (per tonne)	$	199.65		$	170.34		17	%	$	196.49		$	198.63		(1	)%
Milling cost (per tonne) (1)	$	43.05		$	39.64		9	%	$	45.77		$	48.56		(6	)%
General and administrative cost (per tonne milled)	$	90.50		$	58.99		53	%	$	66.75		$	70.26		(5	)%
Financial Data (in millions)
Revenues	$	87		$	102		(15	)%	$	388		$	427		(9	)%
Production costs	$	42		$	51		(18	)%	$	179		$	196		(9	)%
Depreciation and depletion	$	33		$	32		3	%	$	123		$	123		—	%
Earnings (loss) from operations	$	5		$	(1,201	)	n/a		$	64		$	(1,132	)	n/a
Expenditures on mining interests (cash basis)	$	24		$	38		(37	)%	$	100		$	170		(41	)%
– Sustaining	$	22		$	25		(12	)%	$	78		$	93		(16	)%
– Expansionary	$	2		$	13		(85	)%	$	22		$	77		(71	)%

(1) Included in tonnes of ore milled and gold ounces produced for the fourth quarter and year ended 2016 year are 21,000 tonnes (2015 - 11,000 tonnes) and 35,000 tonnes (2015 - 27,000 tonnes), respectively, from the Cochenour project.

Operating Highlights

Gold production for 2016 was 14% lower than 2015 primarily due to lower grade. Grade was lower as the High Grade Zone and Campbell continued to deplete and production was replaced with lower grade ore from Upper Red Lake. In 2015, Red Lake focused on the conversion of mining methods to longhole mining in the High Grade Zone, mechanized bulk mining in the Upper Red Lake Zone, and tele-remote mining to provide additional economic tonnes to offset the depletion of the High Grade Zone.

Financial Highlights

Earnings from operations of $64 million in 2016 compared to earnings of $81 million in 2015 (excluding the $1,213 million 2015 impairment in mining interest). The earnings decrease was due to lower sold ounces, partially offset by higher gold prices as well as lower mining, processing, administration and exploration costs.

AISC in 2016 were 4% lower than 2015 due to lower production costs and lower sustaining capital that was partially offset by lower gold production.

Sustaining capital expenditures for 2016 decreased by 16% due to efficiency improvements in development unit costs. Expansionary capital declined by 71% as project activities at Cochenour decreased significantly in 2016, with work focusing on geological understanding of the ore body in order to support development of the Cochenour starter mine concept study.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 12% lower than the fourth quarter of 2015 due to lower tonnes from the depletion of the Campbell mine as well as a focus on mine development to increase mining front availability.

AISC in the fourth quarter of 2016 were 3% lower than the fourth quarter of 2015 due to lower production costs and lower sustaining capital, offset by lower gold production.

GOLDCORP  |  34

Third Quarter Report – 2016

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

2017 Outlook

Red Lake is expected to produce 300,000 ounces of gold (+/-5%). The decrease compared to 2016 is due to lower grades as the High Grade Zone depletes. At Red Lake there are two key growth projects, Cochenour and HG Young, that are advancing through the Company's investment framework that have the potential to provide new sources of ore over the long-term.

AISC is expected to be $870 per ounce (+/-5%), comparable to 2016 as lower operating costs are offset by lower production. The site is focused on realizing new cost efficiencies through the rationalization of site infrastructure and initiatives. The Number One Shaft was placed on care and maintenance in the third quarter of 2016, the Red Lake mill was placed on care and maintenance in the first quarter of 2017 and the Campbell shaft is expected be placed on care and maintenance in the second quarter of 2017.

GOLDCORP  |  35

Third Quarter Report – 2016

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

Éléonore, Canada (100%-owned)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore mined (thousands)	401			428			(6	)%	1,688			1,381			22	%
Tonnes of ore milled (thousands)	399			517			(23	)%	1,688			1,707			(1	)%
Average mill head grade (grams/tonne)	5.50			7.57			(27	)%	5.48			5.91			(7	)%
Average recovery rate	90		%	85		%	6	%	90		%	86		%	5	%
Gold Produced (thousands of ounces)	65			105			(38	)%	274			268			2	%
Gold Sold (thousands of ounces)	69			103			(33	)%	278			265			5	%
Total Cash Costs: By-product (per ounce)	$	965		$	677		43	%	$	875		$	911		(4	)%
AISC (per ounce)	$	1,075		$	761		41	%	$	981		$	1,007		(3	)%
Mining cost (per tonne)	$	72.71		$	58.26		25	%	$	65.24		$	73.58		(11	)%
Milling cost (per tonne)	$	36.03		$	37.85		(5	)%	$	37.45		$	39.37		(5	)%
General and administrative cost (per tonne milled)	$	38.96		$	32.31		21	%	$	35.68		$	36.09		(1	)%
Financial Data (in millions)
Revenues (1)	$	82		$	112		(27	)%	$	346		$	259		34	%
Production costs	$	66		$	65		2	%	$	243		$	201		21	%
Depreciation and depletion	$	39		$	59		(34	)%	$	146		$	137		7	%
Loss from operations	$	(24	)	$	(410	)	(94	)%	$	(43	)	$	(476	)	(91	)%
Expenditures on mining interests (cash basis)	$	32		$	30		7	%	$	94		$	267		(65	)%
– Sustaining	$	8		$	8		—	%	$	28		$	21		33	%
– Expansionary	$	24		$	22		9	%	$	66		$	246		(73	)%

(1) During the pre-commissioning production period (prior to April 1, 2015), costs incurred, net of proceeds from sales of $48 million, were offset against capitalized mining costs and are referred to as pre-operating expenditures.

Operating Highlights

Gold production for 2016 was 2% higher than 2015 due to an increase in mined tonnes, which was partially offset by the exhaustion of surface stockpiles that contributed to mill feed in 2015. Éléonore mined 22% more tonnes in 2016 than 2015 as mining on four levels was established and higher productivity was achieved with the completion of the production shaft in the fourth quarter of 2016 and the ore handling system on the 690 meter level.

Financial Highlights

Loss from operations of $43 million in 2016 compared to a loss from operations of $78 million in 2015 (excluding the $398 million 2015 impairment in mining interest). The loss decreased as a result of a higher realized gold price, as well as lower production costs on a per unit basis as the mine completed key infrastructure.

AISC for 2016 were 3% lower than 2015 due to increased efficiencies resulting in lower operating costs. Mining costs per tonne decreased by 11% as the mine increased output and greater efficiency was achieved from the completion of the production shaft and ore handling systems.

Sustaining capital expenditures for the year ended 2016 increased 33% compared to 2015 as the mine continued to expand operations. Expansionary capital expenditures decreased by 73% as the majority of the permanent mine infrastructure was completed in 2015.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 38% lower than the fourth quarter of 2015 due to lower milled tonnes and lower grade. Lower milled tonnes were the result of the depletion of surface stockpiles in 2015 and lower grades were consistent with the mine plan.

AISC for the fourth quarter of 2016 was 41% higher than the fourth quarter of 2015 due to lower production.

GOLDCORP  |  36

Third Quarter Report – 2016

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

2017 Outlook

Eleonore expects to produce 315,000 ounces of gold (+/-5%). The increase compared to 2016 is due to the continued ramp up of the mine. The production ramp-up into full capacity is expected to continue into 2018 with the anticipated addition of a fifth production horizon. A life of mine study is underway to determine the sustainable mining rate from the Roberto deposit.

AISC is expected to be $985 per ounce (+/-5%). While there is expected to be a decrease in operating costs as the mine benefits from a full year of production from the permanent ore handling system, including the production shaft, and efficiencies from higher throughput rates, this is expected to be offset by higher sustaining capital related to tailings management facility expansion.

GOLDCORP  |  37

Third Quarter Report – 2016

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

Porcupine, Canada (100%-owned)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore milled (thousands)	808			1,118			(28	)%	3,491			4,015			(13	)%
Average mill head grade (grams/tonne)	2.78			2.43			14	%	2.64			2.37			11	%
Average recovery rate	92		%	89		%	3	%	92		%	90		%	2	%
Gold Produced (thousands of ounces)	66			74			(11	)%	277			274			1	%
Gold Sold (thousands of ounces)	63			74			(15	)%	275			273			1	%
Total Cash Costs: By-product (per ounce)	$	733		$	769		(5	)%	$	688		$	776		(11	)%
AISC (per ounce)	$	985		$	1,031		(4	)%	$	898		$	1,078		(17	)%
Mining cost underground (per tonne)	$	127.37		$	85.85		48	%	$	105.81		$	101.35		4	%
Mining cost open pit (per tonne)	$	4.70		$	4.92		(4	)%	$	4.94		$	5.56		(11	)%
Milling cost (per tonne)	$	8.20		$	7.67		7	%	$	7.75		$	8.47		(9	)%
General and administrative cost (per tonne milled)	$	10.52		$	11.23		(6	)%	$	10.83		$	12.34		(12	)%
Financial Data (in millions)
Revenues	$	76		$	82		(7	)%	$	343		$	315		9	%
Production costs (1)	$	8		$	(4	)	n/a		$	151		$	142		6	%
Depreciation and depletion	$	7		$	14		(50	)%	$	63		$	50		26	%
Earnings (loss) from operations	$	59		$	(52	)	n/a		$	123		$	(1	)	n/a
Expenditures on mining interests (cash basis)	$	21		$	26		(19	)%	$	62		$	97		(36	)%
– Sustaining	$	15		$	15		—	%	$	46		$	67		(31	)%
– Expansionary	$	6		$	11		(45	)%	$	16		$	30		(47	)%

(1) Production costs for the fourth quarter of 2016 were $46 million compared to $53 million in 2015, excluding a change in estimate of reclamation costs for closed sites.

Operating Highlights

Gold production for 2016 was comparable to 2015 as lower ounces from the Dome underground were offset by higher production from the Hollinger Open Pit, which commenced 24 hour a day production in October 2015 and displaced the lower grade stockpile ore processed in 2015. New efficiencies for ore and people movement were realized in 2016 at Hoyle Pond with the completion of the Hoyle Deep winze.

Financial Highlights

Earnings from operations were $123 million in 2016 compared to earnings of $122 million in 2015 (excluding the $123 million 2015 impairment in mining interest).

AISC for 2016 were 17% lower than 2015 due to lower sustaining capital expenditures as Hoyle Deep was completed early in 2016. Expansionary capital decreased in 2016 as construction at Hollinger ended in 2015.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 11% lower than the fourth quarter of 2015 due to planned lower production from the depletion of the Dome underground and lower tonnes were milled as depletion of the low grade stockpile was partially offset by the increased production at Hollinger Open Pit.

AISC for the fourth quarter of 2016 were 4% lower than the fourth quarter of 2015 due to lower production costs, partially offset by lower gold production.

2017 Outlook

Porcupine is expected to produce 285,000 ounces (+/-5%), with AISC expected to be $900 per ounce (+/-5%), consistent with 2016.

GOLDCORP  |  38

Third Quarter Report – 2016

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

Musselwhite, Canada (100%-owned)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore milled (thousands)	348			314			11	%	1,188			1,209			(2	)%
Average mill head grade (grams/tonne)	7.13			7.95			(10	)%	7.17			7.15			—	%
Average recovery rate	95		%	97		%	(2	)%	96		%	97		%	(1	)%
Gold Produced (thousands of ounces)	75			81			(7	)%	261			270			(3	)%
Gold Sold (thousands of ounces)	74			83			(11	)%	260			269			(3	)%
Total Cash Costs: By-product (per ounce)	$	511		$	527		(3	)%	$	538		$	599		(10	)%
AISC (per ounce)	$	696		$	699		—	%	$	678		$	766		(11	)%
Mining cost (per tonne)	$	55.03		$	59.55		(8	)%	$	60.41		$	65.18		(7	)%
Milling cost (per tonne)	$	13.46		$	11.97		12	%	$	12.95		$	13.01		—	%
General and administrative cost (per tonne milled)	$	34.31		$	40.03		(14	)%	$	40.75		$	39.44		3	%
Financial Data (in millions)
Revenues	$	87		$	92		(5	)%	$	321		$	311		3	%
Production costs	$	37		$	40		(8	)%	$	140		$	150		(7	)%
Depreciation and depletion	$	12		$	19		(37	)%	$	59		$	63		(6	)%
Earnings from operations	$	38		$	33		15	%	$	118		$	92		28	%
Expenditures on mining interests (cash basis)	$	18		$	13		38	%	$	37		$	38		(3	)%
– Sustaining	$	12		$	13		(8	)%	$	29		$	38		(24	)%
– Expansionary	$	6		$	—		—		$	8		$	—		—

Operating Highlights

Gold production for 2016 was comparable to 2015. Mining activities continued to primarily be based in the PQ Deep and Lynx zones.

Financial Highlights

Earnings from operations were $118 million in 2016 compared to earnings of $92 million in 2015. Earnings increased due to higher gold prices and continued cost reduction efforts, partially offset by lower ounces sold.

AISC for 2016 were 11% lower than 2015 due to lower production costs and lower sustaining capital, partially offset by lower gold production.

Sustaining capital expenditures for 2016 decreased by 24% primarily as a result of lower capital development.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 7% lower than the fourth quarter of 2015 due to lower head grade and a lower recovery rate.

AISC for the fourth quarter of 2016 were essentially unchanged from the fourth quarter of 2015 due to reduced operating costs, offset by lower gold production.

2017 Outlook

Musselwhite is expected to produce 265,000 ounces of gold (+/-5%) in line with 2016. AISC is expected to be $715 per ounce (+/-5%), in line with 2016.

GOLDCORP  |  39

Third Quarter Report – 2016

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

OTHER MINE SITE OPERATING AND FINANCIAL DATA

The Company's Other operations consist of Los Filos (100%-owned) in Mexico, Marlin (100%-owned) in Guatemala, and Alumbrera (37.5%-owned) in Argentina.

Los Filos, Mexico (100%-owned)

	Three months ended December 31						Year ended December 31
Operating Data	2016		2015		Change		2016		2015		Change
Tonnes of ore mined (thousands)	2,130		5,482		(61	)%	10,717		18,738		(43	)%
Tonnes of waste removed (thousands)	1,950		8,368		(77	)%	13,344		43,862		(70	)%
Ratio of waste to ore	0.9		1.6		(44	)%	1.3		2.4		(46	)%
Tonnes of ore processed (thousands)	2,205		5,468		(60	)%	10,809		18,607		(42	)%
Average grade processed (grams/tonne)	0.78		0.78		—	%	0.82		0.76		8	%
Gold Produced (thousands of ounces)	37		75		(51	)%	231		273		(15	)%
Gold Sold (thousands of ounces)	45		77		(42	)%	235		271		(13	)%
Total Cash Costs: By-product (per ounce) (1)	$	806	$	2,004	(60	)%	$	756	$	1,313	(42	)%
AISC (per ounce) (1)	$	977	$	2,131	(54	)%	$	878	$	1,488	(41	)%
Financial Data (in millions)
Expenditures on mining interests (cash basis)	$	5	$	9	(44	)%	$	24	$	43	(44	)%
– Sustaining	$	5	$	9	(44	)%	$	24	$	43	(44	)%
– Expansionary	$	—	$	—	—		$	—	$	—	—

(1) Cash reductions to the carrying value of the heap leach ore inventory to net realizable value were recorded during the three months and year ended December 31, 2015 for $92 million and $131 million, respectively. Total cash costs by-product and AISC, excluding the impact of carrying value reduction for the year ended 2015 were $829 per ounce and $1,003 per ounce, respectively (three months ended December 31, 2015, $811 per ounce and $937 per ounce, respectively).

Operating Highlights

On January 12, 2017 the Company announced the sale of Los Filos to Leagold which is expected to close by the end of the first quarter of 2017.

Commencing in 2016, Los Filos has been operating under a revised life of mine plan that includes a smaller pit and lower stripping costs.

Gold production for 2016 was 15% lower than 2015 primarily due to the revision of the mine plan. The lower tonnes placed on the heap leach pad that reduced gold production were partially offset by higher grade ore mined and higher recovered ounces from enhanced recovery strategies for the leach pad inventories, including higher solution flow, high pressure solution injection and deeper surface ripping.

AISC for 2016 were 41% lower than 2015 due to the 2015 year end heap leach inventory being reduced by $131 million to net realizable value. Excluding the impact of the heap leach write down, AISC for 2016 were 12% lower than 2015 due to lower operating costs, a weaker Mexican peso and lower sustaining capital expenditures, partially offset by lower gold production.

Sustaining capital expenditures for the year ended 2016 were 44% lower than 2015 as a result of lower development costs tied to the revised life of mine plan.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 51% lower than fourth quarter of 2015 due to the revision of the mine plan. The lower tonnes placed on the heap leach pad that reduced gold production were partially offset by higher recovered ounces from enhanced recovery strategies for the leach pad inventories.

Excluding the impact of the heap leach write down, AISC for fourth quarter of 2016 was in line with 2015.

GOLDCORP  |   40

Third Quarter Report – 2016

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

Marlin, Guatemala (100% owned)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore milled (thousands)	266			310			(14	)%	1,006			1,310			(23	)%
Average mill Gold grade (grams/tonne)	3.39			4.12			(18	)%	3.65			4.12			(11	)%
Average mill Silver grade (grams/tonne)	203			198			3	%	184			185			(1	)%
Average Gold recovery rate	97		%	97		%	—	%	97		%	97		%	—	%
Average Silver recovery rate	96		%	95		%	1	%	96		%	95		%	1	%
Gold Produced (thousands of ounces)	28			41			(32	)%	115			169			(32	)%
Silver Produced (thousands of ounces)	1,651			1,884			(12	)%	5,747			7,338			(22	)%
Gold equivalent ounces produced (thousands of ounces)(1)	52			73			(29	)%	201			293			(31	)%
Gold Sold (thousands of ounces)	27			44			(39	)%	116			169			(31	)%
Silver Sold (thousands of ounces)	1,536			1,993			(23	)%	5,739			7,294			(21	)%
Total Cash Costs: By-product (per ounce) (2)	$	600		$	287		109	%	$	803		$	336		139	%
Total Cash Costs: Co-product (per ounce) (2)	$	874		$	563		55	%	$	977		$	611		60	%
AISC (per ounce)	$	716		$	787		(9	)%	$	986		$	868		14	%
Financial Data (in millions)
Expenditures on mining interests (cash basis)	$	—		$	17		(100	)%	$	2		$	67		(97	)%
– Sustaining	$	—		$	17		(100	)%	$	2		$	67		(97	)%
– Expansionary	$	—		$	—		—		$	—		$	—		—

(1) Gold equivalent ounces are calculated using the following assumptions: $1,100 per ounce of gold and a by-product metal price of $16.50 per ounce of silver (2015 – $1,300; $22.00, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2) The calculation of total cash costs per ounce of gold is net of by-product silver sales revenues. If silver were treated as a co-product, average total cash costs at Marlin for the three months and year ended December 31, 2016 would be $874 per ounce of gold and $12.20 per ounce of silver and $977 per ounce of gold and $13.60 per ounce of silver, respectively (three months and year ended December 31, 2015 – $563 and $8.71, and $611 and $9.42, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 46).

Operating Highlights

The Marlin mine has commenced closure activities and the remaining production is expected to be completed by the end of the first quarter of 2017.

Gold production for 2016 was 32% lower than 2015 primarily due to less ore from remnant mining and 11% lower head grade. Tonnes processed were 23% lower in line with the reduced mine production.

AISC for 2016 were 14% higher than 2015 due to lower gold production, partially offset by lower sustaining capital expenditures.

Sustaining capital expenditures for 2016 were negligible due to the short mine life.

Fourth Quarter 2016 Results

Gold production for the fourth quarter of 2016 was 32% lower than the fourth quarter of 2015 due to 14% lower tonnes processed and 18% lower head grade.

AISC for the fourth quarter of 2016 were 9% lower than the fourth quarter of 2015 due to lower sustaining capital expenditures, partially offset by lower gold production.

GOLDCORP  |    41

Third Quarter Report – 2016

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

Alumbrera, Argentina (37.5%-owned)

(tabular amounts below represent Goldcorp's proportionate 37.5% share)

	Three months ended December 31								Year ended December 31
Operating Data	2016			2015			Change		2016			2015			Change
Tonnes of ore mined (thousands)	3,269			3,117			5	%	12,567			14,227			(12	)%
Tonnes of waste removed (thousands)	1,215			3,563			(66	)%	9,478			17,119			(45	)%
Ratio of waste to ore	0.4			1.1			(64	)%	0.8			1.2			(33	)%
Tonnes of ore milled (thousands)	3,501			3,165			11	%	12,999			12,401			5	%
Average mill Gold grade (grams/tonne)	0.31			0.35			(11	)%	0.33			0.27			22	%
Average mill Copper grade	0.30		%	0.36		%	(17	)%	0.28		%	0.24		%	17	%
Average Gold recovery rate	76		%	72		%	6	%	71		%	67		%	6	%
Average Copper recovery rate	88		%	86		%	2	%	84		%	74		%	14	%
Gold Produced (thousands of ounces)	26			26			—	%	96			74			30	%
Copper Produced (thousands of pounds)	20,200			21,300			(5	)%	67,700			51,100			32	%
Gold equivalent ounces produced (thousands of ounces)(1)	80			77			4	%	273			198			38	%
Gold Sold (thousands of ounces)	27			25			8	%	94			73			29	%
Copper Sold (thousands of pounds)	21,400			16,900			27	%	66,500			51,000			30	%
Total Cash Costs: By-product (per ounce) (2)	$	56		$	1,028		(95	)%	$	509		$	1,264		(60	)%
Total Cash Costs: Co-product (per ounce) (2)	$	644		$	813		(21	)%	$	723		$	954		(24	)%
AISC (per ounce)	$	140		$	1,274		(89	)%	$	603		$	1,670		(64	)%
Financial Data (in millions)
Expenditures on mining interests (cash basis)	$	1		$	4		(75	)%	$	1		$	18		(94	)%
– Sustaining	$	1		$	4		—		$	1		$	18		(94	)%
– Expansionary	$	—		$	—		—	%	$	—		$	—		—	%

(1) Gold equivalent ounces are calculated using the following assumptions: $1,100 per ounce of gold and a by-product metal price of $2.75 per pound of copper (2015 – $1,300 and $3.00, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

(2) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue. If copper were treated as a co-product, total cash costs for the three months and year ended December 31, 2016 would be $644 per ounce and gold and $1.81 per pound of copper and $723 per ounce of gold and $1.97 per pound of copper, respectively (three months and year ended December 31, 2015 – $813 and $2.32, $954 and $2.69, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 46).

Operating Highlights

Gold and copper production for 2016 were 30% and 32%, higher, respectively, than 2015 primarily due to higher ore milled, grades and recoveries.

Head grades were higher than 2015 due to ore mined from the higher grade areas of phase 12 of Alumbrera pit, while in 2015 ore mined was from the lower grade phase 11 portion of the pit. Ore milled in 2016 was higher than 2015 due to softer ore from Bajo el Durazno pit and higher mill utilization. Higher gold recoveries were due to better head grades. Copper recoveries were higher due to better head grades than 2015 and due to the presence of soluble copper material in 2015.

AISC for 2016 were 64% lower than 2015 due to higher production volume, lower sustaining capital expenditures, a weaker Argentine Peso and lower production taxes due to elimination by the government in February 2016 of the eight percent export duty.

Fourth Quarter 2016 Results

Gold production in the fourth quarter of 2016 was consistent with the fourth quarter of 2015. Copper production was 5% lower than the fourth quarter of 2015 due to lower head grade.

AISC for the fourth quarter of 2016 were 89% lower than the fourth quarter of 2015 due to lower waste material moved, higher by-product copper credits, lower sustaining capital expenditures, and a weaker Argentine Peso.

GOLDCORP  |  42

Third Quarter Report – 2016

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

PROJECTS PIPELINE

The Company has numerous projects underway that provide potential growth in NAV. The current anticipated project milestones for 2017 through 2021 are outlined below.

Growth capital for 2016 included Peñasquito's Pyrite Leach project and Musselwhite's Materials Handling project that were approved by the Company's Board of Directors on July 27, 2016, expenditures on the Coffee project following its acquisition on July 19, 2016 and other internal growth projects that are in various stages of Goldcorp's investment framework. Growth capital in 2015 included significant capital spending on completing the Éléonore and Cerro Negro mines.

Expenditures relating to growth projects for the year ended December 31, 2016 were as follows (in millions):

	Year ended December 31
Project	2016		2015
Peñasquito – Pyrite Leach	$	38	$	17
Musselwhite – Materials Handling	$	8	$	—
Red Lake – HG Young	$	9	$	25
Red Lake – Cochenour	$	22	$	77
Porcupine – Borden	$	16	$	23
Coffee	$	14	$	—
NuevaUnión (50%)	$	10	$	13
Eleonore	$	66	$	246
Cerro Negro	$	29	$	152
Other	$	4	$	5
TOTAL	$	216	$	558

Of the $216 million and $558 million of expenditures for the years ended December 31, 2016 and 2015, respectively, $207 million and $533 million are included in expenditures on mining interests as expansionary capital and $9 million and $25 million (relating to HG Young), respectively, have been expensed as exploration.

GOLDCORP  |  43

Third Quarter Report – 2016

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

Peñasquito: Pyrite Leach Project

The Pyrite Leach Project (“PLP”) received Board approval on July 27, 2016, with an expected capital investment of approximately $420 million based on a feasibility study completed in December 2015. At Peñasquito, the PLP is expected to increase overall gold and silver recovery by treating the zinc tailings before discharge to the tailings storage facility. The PLP is expected to provide annual incremental production of 100,000-140,000 gold ounces and approximately 4-6 million silver ounces commencing in 2019.

PLP achieved 65% engineering progress by the end of 2016, while procurement activities are well advanced to support execution. Major works contractors are mobilizing on site and construction of permanent facilities has been initiated.  As part of the PLP, a carbon pre-flotation facility is being constructed, anticipated to be completed in the second quarter of 2018.

Project expenditures have been included as expansionary capital in expenditures on mining interests in Peñasquito.

Musselwhite: Materials Handling Project

The Materials Handling Project received Board approval on July 27, 2016, with an expected capital investment of approximately $90 million. The project will construct an underground winze and associated infrastructure which will result in reduced reliance on truck haulage and is expected to increase production by approximately 20% and reduce operating costs by approximately 10%. Completion of the project is expected by the first quarter of 2019.

During 2016, the contractor team was mobilized and development for the project is advancing. At the end of 2016 approximately 90% of the detailed engineering had been completed.

Project expenditures will be included as expansionary capital in expenditures on mining interests in Musselwhite.

Red Lake: HG Young Project

The 100%-owned HG Young project is an exploration discovery in close proximity to the Company's 100%-owned Red Lake mine.

During 2016, exploration drilling continued with a focus on expanding the current resource and upgrading the structural understanding of the mineralized system. During the first quarter of 2017, the geological interpretation and block models will be updated and used to update the HG Young concept study. Assuming a positive business case in the concept study, the Company expects to commence a pre-feasibility study, which currently anticipates a decline from surface providing access to higher confidence areas for further exploration and bulk sampling.

Project expenditures are currently being expensed as exploration in Red Lake.

Red Lake: Cochenour Project

The 100%-owned Cochenour project combines the existing workings of the historic Cochenour mine with the Bruce Channel gold discovery in the Red Lake camp. Cochenour is expected to provide an additional source of ore feed for the Red Lake Mine.

During 2016, exploration drilling continued with a focus on improving the confidence in the resource and structural models. A bulk sample from the 3990 and 4060 levels was processed through a sample tower to support grade predictability and then processed through the Red Lake Mill where reconciliation was favourable. The concept study will be completed during the first quarter of 2017 following which a pre-feasibility study is expected to commence. To date the concept study has shown positive economics for a starter mine.

The Company is undertaking the necessary work at Cochenour with the intention of converting a portion of the 0.29 million ounces (0.6 million tonnes at 15.03 grams per tonne) of measured and indicated resources into a mineral reserve and expects that the estimate will be included as part of the Company's June 30, 2017 reserve and resource update. The development access and further geological understanding obtained from a starter mine would be evaluated to support additional development and mining.

Project expenditures have been included as expansionary capital in expenditures on mining interests in Red Lake.

GOLDCORP  |  44

Third Quarter Report – 2016

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

Porcupine: Century Project

The 100%-owned Century Project is a potential large-scale open pit mine and related processing facility at the Dome mine. The current mineral resource estimate in the Dome open pit is 4.5 million ounces (130.6 million tonnes at 1.07 grams per tonne) of measured and indicated resources and 0.9 million ounces (35 million tonnes at 0.81 grams per tonne) of inferred resources, with potential to further extend open pit mining well below the existing Dome open pit.

A concept study is underway to examine engineering, waste rock management and economics and to evaluate development of an expanded open pit mine and related processing facility. The Company expects the concept study to be completed in the first quarter of 2017 and expects to commence a pre-feasibility study immediately thereafter. In addition to the current mineral resource estimate at the Dome pit, the pre-feasibility study will incorporate a review of additional potential mill feed, including the Pamour Open Pit, which has a current reserve estimate of 1.1 million ounces (31.9 million tonnes at 1.02 grams per tonne) and measured and indicated resource estimate of 0.7 million ounces (21.7 million tonnes at 1.01 grams per tonne), and the Pamour West Open Pit, which has a current measured and indicated resource estimate of 0.8 million ounces (24.5 million tonnes at 1.00 grams per tonne). The Company is undertaking the necessary work at the Dome open pit with the intention of converting a portion of the measured and indicated mineral resources into an initial mineral reserve and expects that the estimate will be included as part of the Company's June 30, 2017 reserve and resource update.

Porcupine: Borden Project

The 100%-owned Borden Project is located near Chapleau in Ontario, approximately 160 kilometres west of the Company's Porcupine mine, and comprises 786 square kilometres of claims.

All material required permits, including the Advance Exploration permit, have been received to allow for the construction of a ramp into the deposit and the extraction of a 30,000 tonne bulk sample. The ramp design for the purpose of the bulk sample is expected to be sufficient for ultimate mining purposes. The underground platforms developed from the ramp access will further support exploration drilling of a deposit that remains open at depth and laterally. A final feasibility study is expected to occur by the end of the first quarter of 2019 after the completion of a bulk sample. With the expected ramp completion and minimal additional infrastructure required for full scale mining, the Company expects to reach commercial production six months following bulk sample extraction.

Project expenditures have been included as expansionary capital in expenditures on mining interests in Porcupine.

NuevaUnión Project (formerly "Project Corridor")

The 50%-owned NuevaUnión Project comprises the El Morro gold/copper deposit and the Relincho copper/molybdenum deposit and is one of the largest undeveloped copper-gold-molybdenum projects in the Americas.

A preliminary economic assessment ("PEA") was completed during the third quarter of 2015. The PEA contemplates ore from the La Fortuna deposit being conveyed to a concentrator at the Relincho deposit, resulting in a mine life of approximately 32 years, a reduced environmental footprint, and sustainable benefits to the community (through local employment and business opportunities, and robust community investment), lower operating costs, and improved capital efficiency. NuevaUnión has commenced engagement with indigenous communities and other stakeholders to help guide the project's development. The project commenced a pre-feasibility study in October 2016 which is expected to be completed in the fourth quarter of 2017 following which a feasibility study is expected to commence. The Environmental Impact Assessment baseline and the consulting process with communities continues to progress.

Coffee Project

The 100%-owned Coffee project is a structurally hosted hydrothermal deposit located approximately 130 kilometres south of the City of Dawson,Yukon. The Coffee land package, comprising over 60,000 hectares, demonstrates potential for near-mine discoveries, with mineralization remaining open along strike and at depth and the potential for the discovery of a major new mineral system.

Since the acquisition of Coffee on July 19, 2016, First Nation and community consultation activities progressed along with the review and optimization of the feasibility study and planning for upgrades to site infrastructure. In addition, the Environmental Socioeconomic Assessment application was being prepared and is expected to be submitted in the first quarter of 2017.  The Company expects permitting and construction to take about four years with commercial production targeted for the first quarter of 2021.

RESERVES AND RESOURCES

Goldcorp has updated their Mineral Reserves and Resource Estimates based on receipt of updated estimates from Pueblo Viejo (Barrick Gold Corporation), Alumbrera (Glencore plc) and Relincho and San Nicholas (Teck Resources Limited).

GOLDCORP  |  45

Third Quarter Report – 2016

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

NON-GAAP FINANCIAL PERFORMANCE MEASURES

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

The Company calculates its non-GAAP performance measures on an attributable basis. Attributable performance measures include the Company’s mining operations and projects, and the Company’s share of Alumbrera, Pueblo Viejo, and NuevaUnión (formerly referred to as Project Corridor) subsequent to the formation of the joint venture on November 24, 2015. The inclusion of NuevaUnión in the Company's non-GAAP performance measures only impacts the Company's adjusted operating cash flow metric at this time as it is a development stage project. The Company believes that disclosing certain performance measures on an attributable basis provides useful information about the Company’s operating and economic performance, and reflects the Company’s view of its core mining operations.

Non-GAAP Measure - Total Cash Costs: by-product

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

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

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

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

	2016		2015		2014
Gold (per ounce)	$	1,100	$	1,200	$	1,200
Silver (per ounce)	$	15	$	18	$	20
Copper (per pound)	$	2.53	$	3.00	$	3.00
Lead (per pound)	$	0.80	$	0.95	$	1.00
Zinc (per pound)	$	0.80	$	1.00	$	0.90

GOLDCORP  |   46

Third Quarter Report – 2016

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

The following tables provide a reconciliation of total cash costs: by-product per ounce to the consolidated financial statements:

Year ended December 31, 2016:

	Production Costs (1)			By-Product Credits			Non-cash Reclamation and Closure Cost Obligations			Treatment and Refining Charges on Concentrate Sales		Total Cash Costs: by-product		Ounces (thousands)	Total Cash Costs: by-product per ounce (2), (3)
Peñasquito	$	698		$	(604	)	$	—		$	123	$	217	449	$	483
Cerro Negro	249			(56		)	—			—		193		382	505
Red Lake	179			(1		)	2			2		182		313	582
Éléonore	243			—			—			—		243		278	875
Porcupine	151			—			38			—		189		275	688
Musselwhite	140			—			—			—		140		260	538
Other mines	414			(98		)	(44		)	—		272		351	771
Corporate	(8		)	—			8			—		—		—	—
Total before associates	$	2,066		$	(759	)	$	4		$	125	$	1,436	2,308	$	622
Pueblo Viejo	185			(25		)	—			—		160		467	343
Other associate	185			(159		)	—			21		47		94	509
TOTAL	$	2,436		$	(943	)	$	4		$	146	$	1,643	2,869	$	573

Year ended December 31, 2015:

	Production Costs (1)		By-Product Credits			Non-cash Reclamation and Closure Cost Obligations			Treatment and Refining Charges on Concentrate Sales		Net Hedging Gain/Loss		Total Cash Costs: by-product		Ounces (thousands)	Total Cash Costs: by-product per ounce (2), (3)
Peñasquito	$	890	$	(812	)	$	—		$	187	$	21	$	286	893	$	320
Cerro Negro	465		(116		)	—			—		—		349		580	600
Red Lake	196		—			—			—		13		209		366	572
Éléonore	200		—			—			—		10		210		231	911
Porcupine	141		—			57			—		14		212		273	776
Musselwhite	150		—			—			—		11		161		269	599
Other mines	523		(119		)	(3		)	—		11		412		440	937
Corporate	15		—			(15		)	—		3		3		—	—
Total before associates and discontinued operations	$	2,580	$	(1,047	)	$	39		$	187	$	83	$	1,842	3,052	$	604
Pueblo Viejo	242		(19		)	—			—		—		223		450	495
Other associate	197		(122		)	—			17		—		92		73	1,264
Discontinued Operations	15		—						—		—		15		16	941
TOTAL	$	3,034	$	(1,188	)	$	39		$	204	$	83	$	2,172	3,591	$	605

GOLDCORP  |   47

Third Quarter Report – 2016

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

Three months ended December 31, 2016:

	Production Costs (1)			By-Product Credits			Non-cash Reclamation and Closure Cost Obligations			Treatment and Refining Charges on Concentrate Sales		Total Cash Costs: by-product		Ounces (thousands)	Total Cash Costs: by-product per ounce (2), (3)
Peñasquito	$	182		$	(180	)	$	—		$	36	$	38	185	$	205
Cerro Negro	64			(9		)	—			—		55		70	778
Red Lake	43			(1		)	2			2		46		76	608
Éléonore	66			—			—			—		66		69	965
Porcupine	8			—			38			—		46		63	733
Musselwhite	38			—			—			—		38		74	511
Other mines	123			(25		)	(44		)	—		54		72	729
Corporate	(8		)	—			8			—		—		—	—
Total before associates	$	516		$	(215	)	$	4		$	38	$	343	609	$	561
Pueblo Viejo	35			(8		)	—			—		27		132	202
Other associate	51			(58		)	—			7		—		27	56
TOTAL	$	602		$	(281	)	$	4		$	45	$	370	768	$	481

Three months ended December 31, 2015:

	Production Costs (1)			By-Product Credits			Non-cash Reclamation and Closure Cost Obligations			Treatment and Refining Charges on Concentrate Sales		Net Hedging Gain/Loss		Total Cash Costs: by-product		Ounces (thousands)	Total Cash Costs: by-product per ounce (2), (3)
Peñasquito	$	221		$	(186	)	$	—		$	46	$	8	$	89	195	$	451
Cerro Negro	97			(20		)	—			—		—		77		132	577
Red Lake	51			—			—			—		4		55		92	610
Éléonore	64			—			—			—		5		69		103	677
Porcupine	(4		)	—			57			—		4		57		74	769
Musselwhite	40			—			—			—		3		43		83	527
Other mines	199			(33		)	(3		)	—		4		167		121	1,379
Corporate	(6		)	—			6			—		1		1		—	—
Total before associates and discontinued operations	$	662		$	(239	)	$	60		$	46	$	29	$	558	800	$	698
Pueblo Viejo	52			(5		)	—			—		—		47		93	502
Other associate	56			(36		)	—			6		—		26		25	1,028
TOTAL	$	770		$	(280	)	$	60		$	52	$	29	$	631	918	$	687

(1) $20 million and $69 million in royalties are included in production costs for the three months and year endedDecember 31, 2016, respectively (three months and year ended December 31, 2015– $23 million and $93 million, respectively).

(2) Total cash costs: by-product per ounce may not calculate based on amounts presented in these tables due to rounding.

(3) If silver, lead, zinc and copper for Peñasquito, silver for Marlin, silver and copper for Pueblo Viejo, and copper for Alumbrera were treated as co-products, Goldcorp's share of total cash costs: co-product from continuing operations for the three months and year endedDecember 31, 2016, would be $619 and $649 per ounce of gold, $8.73 and $10.17 per ounce of silver, $1.81 and $1.960 per pound of copper, $0.67 and $0.79 per pound of zinc, and $0.69 and $0.87 per pound of lead, respectively (three months and year ended December 31, 2015 – $739 and $684 per ounce of gold. $8.85 and $8.67 per ounce of silver, $2.31 and $2.66 per pound of copper, $0.72 and $0.69 per pound of zinc, and $0.76 and $0.68 per pound of lead, respectively).

GOLDCORP  |  48

Third Quarter Report – 2016

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

NON-GAAP MEASURE – AISC

AISC include total production cash costs incurred at the Company’s mining operations, which forms the basis of the Company’s by-product cash costs. Additionally, the Company includes sustaining capital expenditures, corporate administrative expense, exploration and evaluation costs, and reclamation cost accretion and amortization. The measure seeks to reflect the full cost of gold production from current operations, therefore expansionary capital is excluded. Certain other cash expenditures, including tax payments, dividends and financing costs are also excluded.

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

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

The following tables provide a reconciliation of AISC per ounce to the consolidated financial statements:

Year ended December 31, 2016:

	Total cash costs: by-product		Corporate Administration		Exploration and evaluation costs		Reclamation cost accretion and amortization		Sustaining capital expenditures		Total AISC		Ounces (thousands)	Total AISC per ounce (1)
Peñasquito	$	217	$	—	$	2	$	6	$	195	$	420	449	$	937
Cerro Negro	193		—		1		7		68		269		382	705
Red Lake	182		—		11		2		78		273		313	872
Éléonore	243		—		—		2		28		273		278	981
Porcupine	189		—		2		9		46		246		275	898
Musselwhite	140		—		5		3		29		177		260	678
Other mines	272		—		9		16		26		323		351	914
Corporate	—		187		2		—		26		215		—	75
Total before associates	$	1,436	$	187	$	32	$	45	$	496	$	2,196	2,308	$	951
Pueblo Viejo	160		—		—		4		40		204		467	439
Other associate	47		—		—		8		1		56		94	603
TOTAL	$	1,643	$	187	$	32	$	57	$	537	$	2,456	2,869	$	856

GOLDCORP  |  49

Third Quarter Report – 2016

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

Year ended December 31, 2015:

	Total cash costs: by-product		Corporate Administration		Exploration and evaluation costs		Reclamation cost accretion and amortization		Sustaining capital expenditures		Total AISC		Ounces (thousands)	Total AISC per ounce (1)
Peñasquito	$	286	$	—	$	3	$	10	$	186	$	485	893	$	544
Cerro Negro	349		—		1		3		95		448		580	769
Red Lake	209		—		27		3		93		332		366	906
Éléonore	210		—		—		1		21		232		231	1,007
Porcupine	212		—		1		14		67		294		273	1,078
Musselwhite	161		—		6		1		38		206		269	766
Other mines	412		—		8		19		110		549		440	1,249
Corporate	3		207		5		—		35		250		—	70
Total before associates and discontinued operations	$	1,842	$	207	$	51	$	51	$	645	$	2,796	3,052	$	916
Pueblo Viejo	223		—		—		10		41		274		450	607
Other associate	92		—		—		11		18		121		73	1,670
Discontinued Operations	15		1		—		—		1		17		16	996
TOTAL	$	2,172	$	208	$	51	$	72	$	705	$	3,208	3,591	$	894

Three months ended December 31, 2016:

	Total cash costs: by-product		Corporate Administration		Exploration and evaluation costs		Reclamation cost accretion and amortization		Sustaining capital expenditures		Total AISC		Ounces (thousands)	Total AISC per ounce (1)
Peñasquito	$	38	$	—	$	—	$	2	$	49	$	89	185	$	487
Cerro Negro	55		—		1		1		15		72		70	1,024
Red Lake	46		—		2		—		22		70		76	932
Éléonore	66		—		—		1		8		75		69	1,075
Porcupine	46		—		—		—		15		61		63	985
Musselwhite	38		—		1		1		12		52		74	696
Other mines	54		—		3		4		5		66		72	880
Corporate	—		38		1		—		6		45		—	59
Total before associates	$	343	$	38	$	8	$	9	$	132	$	530	609	869
Pueblo Viejo	27		—		—		1		12		40		132	311
Other associate	—		—		—		2		1		3		27	140
TOTAL	$	370	$	38	$	8	$	12	$	145	$	573	768	747

GOLDCORP  |  50

Third Quarter Report – 2016

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

Three months ended December 31, 2015:

	Total cash costs: by-product		Corporate Administration		Exploration and evaluation costs		Reclamation cost accretion and amortization		Sustaining capital expenditures		Total AISC		Ounces (thousands)	Total AISC per ounce (1)
Peñasquito	$	89	$	—	$	2	$	2	$	41	$	134	195	$	687
Cerro Negro	77		—		1		—		39		117		132	872
Red Lake	55		—		6		1		25		87		92	959
Éléonore	69		—		—		—		8		77		103	761
Porcupine	57		—		—		4		15		76		74	1,031
Musselwhite	43		—		1		—		13		57		83	699
Other mines	167		—		2		4		26		199		121	1,642
Corporate	1		48		—		—		10		59		—	64
Total before associates and discontinued operations	$	558	$	48	$	12	$	11	$	177	$	806	800	$	1,009
Pueblo Viejo	47		—		—		3		7		57		93	608
Other associate	26		—		—		2		4		32		25	1,274
Discontinued Operations	—		—		—		—		—		—		—	—
TOTAL	$	631	$	48	$	12	$	16	$	188	$	895	918	$	977

(1) AISC may not calculate based on amounts presented in these tables due to rounding.

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

	Three months ended December 31				Year ended December 31
	2016		2015		2016		2015
Expenditures on mining interests per consolidated financial statements	$	203	$	240	$	696	$	1,178
Payment of finance lease obligations per consolidated financial statements	1		2		5		2
Expenditures on mining interests by Alumbrera, Pueblo Viejo and NuevaUnión (formerly Project Corridor) (1)	13		9		43		58
Goldcorp’s share of expenditures on mining interests and deposits	$	217	$	251	$	744	$	1,238
Sustaining capital expenditures	$	145	$	188	$	537	$	705
Expansionary capital expenditures	72		63		207		533
	$	217	$	251	$	744	$	1,238

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

GOLDCORP  |  51

Third Quarter Report – 2016

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

Non-GAAP Measure - Adjusted Operating Cash Flows

Adjusted operating cash flows comprises Goldcorp’s share of operating cash flows, calculated on an attributable basis to include the Company's share of Alumbrera, Pueblo Viejo and NuevaUnión's operating cash flows. 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.

In prior years, adjusted operating cash flows was presented on an attributable basis before working capital changes to provide a consistent measure of the Company’s performance of its core business operations as the Company, at times, can experience changes in working capital from one period to another.  In the current year, the Company revised its presentation of adjusted operating cash flows to use operating cash flows as shown on the Company’s statement of cash flows and adjusts it to include operating cash flows of the Company’s associates.  The Company believes this measure provides a better measure of cash available to the Company for financing and investing purposes.

The following table provide a reconciliation of net cash provided by operating activities in the consolidated financial statements to Goldcorp’s share of adjusted operating cash flows:

	Three months ended December 31				Year ended December 31
	2016		2015		2016		2015
Net cash provided by operating activities of continuing operations	$	239	$	401	$	799	$	1,423
Adjusted operating cash flows provided by Alumbrera, Pueblo Viejo and NuevaUnión	144		103		321		221
Goldcorp’s share of adjusted operating cash flows	$	383	$	504	$	1,120	$	1,644
Including discontinued operations
Adjusted operating cash flows – Wharf	—		—		—		7
Goldcorp’s share of adjusted operating cash flows including discontinued operations	$	383	$	504	$	1,120	$	1,651

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 Financial Risk Management Policy. The Company’s Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Financial 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, short term investments, derivative assets, other receivables and accrued interest receivable. 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, 2016 is considered to be negligible. The Company invests its cash and cash equivalents and short term 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 contracts are entered into with large international financial institutions with strong credit ratings.

GOLDCORP  |  52

Third Quarter Report – 2016

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

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

	At December 31 2016		At December 31 2015
Cash and cash equivalents	$	157	$	326
Short term investments	43		57
Accounts receivable arising from sales of metal concentrates	77		49
Other current and non-current receivables	8		12
Current and non-current derivative asset	7		1
Accrued interest receivable	31		75
	$	323	$	520

(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, its expansionary plans and its dividend distributions. 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.

During the year endedDecember 31, 2016, the Company generated operating cash flows from continuing operations, one of the Company's main sources of liquidity, of $799 million (2015 – $1,423 million). At December 31, 2016, Goldcorp held cash and cash equivalents of $157 million (December 31, 2015 – $326 million), short term investments of $43 million (December 31, 2015 – $57 million), and had working capital of $791 million (December 31, 2015 – $282 million), $430 million of which was comprised of the Company's net assets held for sale (December 31, 2015 – $nil), which the Company defines as current assets less current liabilities.

On June 22, 2016, the Company extended the term of its $3.0 billion revolving credit facility to June 22, 2021. During the year ended December 31, 2016, the Company utilized its revolving credit facility and up to $400 million was drawn against the facility in 2016 (2015 – up to $1.3 billion). At December 31, 2016, the balance outstanding on the revolving credit facility was $30 million (December 31, 2015 – $nil) with $2.97 billion available for the Company's use (December 31, 2015 – $3.0 billion). Certain of the Company's borrowings are subject to various financial and general covenants with which the Company was in compliance as at December 31, 2016.

At December 31, 2016, the Company had letters of credit outstanding in the amount of $423 million (December 31, 2015 – $580 million) of which $303 million (December 31, 2015 – $275 million) represented guarantees for reclamation obligations and $nil (December 31, 2015 – $211 million) represented guarantees for certain of the Company's Argentine debt. The Company's capital commitments for the next twelve months amounted to $64 million at December 31, 2016.

(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, Dominican Republic pesos and Guatemalan quetzals. The appreciation or depreciation of non-US dollar currencies against the US dollar can increase or decrease, respectively, the cost of metal 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 dollar currencies relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. The Company is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss are denominated in non-US dollar currencies. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting deferred tax charged or credited to income tax expense. At December 31, 2016, the Company had $3.6 billion of deferred income tax liabilities, which arose primarily from the acquisitions of Placer Dome Inc.’s assets and Glamis Gold Ltd. in 2006, and Camino Rojo and Cerro Negro in 2010, and which are denominated in foreign currencies.

During the year ended December 31, 2016, and in accordance with its Financial Risk Management Policy, the Company entered into Mexican peso forward contracts to purchase Mexican pesos at pre-determined US dollar amounts. These contracts were entered into to normalize operating, corporate and capital expenses incurred by the Company’s Peñasquito operations as expressed in US dollar terms.

GOLDCORP  |  53

Third Quarter Report – 2016

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

The Company hedges a portion of its future forecasted Mexican Pesos denominated operating and capital expenditures to reduce the currency risk exposure to the Mexican peso.

The Company is exposed to currency risk through the following financial assets and liabilities, income and other taxes receivables (payables) and deferred income tax assets and liabilities denominated in foreign currencies:

At December 31, 2016	Cash and cash equivalents		Accounts receivable and other current and non-current assets		Accounts payable and accrued liabilities and non-current liabilities			Income taxes receivable (payable), current and non-current			Deferred income tax liabilities
Canadian dollar	$	—	$	26	$	(217	)	$	4		$	(708	)
Mexican peso	11		146		(88		)	(127		)	(2,354		)
Argentine peso	1		200		(41		)	(2		)	(558		)
Guatemalan quetzal	1		7		(21		)	6			—
	$	13	$	379	$	(367	)	$	(119	)	$	(3,620	)
At December 31, 2015
Canadian dollar	$	2	$	38	$	(217	)	$	71		$	(803	)
Mexican peso	20		210		(185		)	(145		)	(2,332		)
Argentine peso	7		200		(97		)	(10		)	(561		)
Guatemalan quetzal	2		8		(27		)	6			(11		)
	$	31	$	456	$	(526	)	$	(78	)	$	(3,707	)

During theyear ended December 31, 2016, the Company recognized a net foreign exchange loss of $68 million (2015 – loss of $52 million), excluding the foreign exchange loss relating to taxes. During theyear ended December 31, 2016, the Company recognized a net foreign exchangelossof $162 millionin income tax expense on income taxes receivable/(payable) and deferred income taxes (2015 – $572 million). Based on the Company’s net foreign currency exposures at December 31, 2016, depreciation or appreciation of applicable foreign currencies against the US dollar would have resulted in the following decrease or increase in the Company's net earnings:

At December 31, 2016	Possible exposure (1)	Impact on earnings excluding currency exposure related to taxes		Impact on earnings from foreign exchange exposure related to taxes
Canadian dollar	10%	$	16	$	90
Mexican peso	15%	9		68
Argentine peso	15%	21		85

⁽¹⁾ Calculated based on 2016 historical fluctuation of foreign exchange rate.

⁽²⁾ There is insignificant currency risk related to Guatemalan quetzal due to the minimal fluctuation of the currency.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate cash flow risk primarily on its outstanding debt subject to floating rates of interest, its share of the Pueblo Viejo project financing, its cash and cash equivalents, and interest-bearing receivables. The Company is exposed to interest rate fair value risk primarily on its debt subject to fixed rates of interest. The Company monitors its exposure to interest rates and is comfortable with its exposures given its mix of fixed-and floating-rate debt, with 99% of total debt at December 31, 2016 subject to fixed rates, and the relatively low rate on its US dollar debt which comprised 100% of total debt at December 31, 2016. The weighted-average interest rate paid by the Company during the year ended December 31, 2016 on its US dollar debt subject to floating rates of interest was 2.0% (2015 – 1.4% ). At December 31, 2016, all Argentine debt, which was subject to floating rates of interest, was fully repaid. The average interest rate earned by the Company during the year ended December 31, 2016 on its cash and cash equivalents was 0.14% (2015 – 0.32%). A 10% increase or decrease in the interest earned from financial institutions on deposits held would result in a nominal increase or decrease in the Company’s net earnings. There was no significant change in the Company's exposure to interest rate risk during the year ended December 31, 2016.

GOLDCORP  |  54

Third Quarter Report – 2016

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

Price risk

Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. There was no significant change to the Company’s exposure to price risk during the year ended December 31, 2016.

The Company has a policy not to hedge gold sales. In accordance with the Company’s Financial Risk Management Policy, the Company may hedge up to 50%, 30%, and 10% of its by-product base metal sales volume over the next twelve months, subsequent thirteen to twenty-four months, and subsequent twenty-five to thirty-six months, respectively, to manage its exposure to fluctuations in base metal prices. As at December 31, 2016, the Company did not have any hedges relating to its by-product base metal sales.

The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of each equity security, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being recognized in other comprehensive income.

OTHER RISKS AND UNCERTAINTIES

This section describes the principal risk and uncertainties that could have an adverse effect on our business and financial results.

Commodity Prices

The majority of our revenues are derived from the sale of gold and silver, and to a lesser extent, copper, lead and zinc. The price of the Company’s Common Shares, its financial results and exploration, and its 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 the Company’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 fluctuate widely, and future price declines could cause continued development of, and commercial production from, our 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 the Company could be forced to discontinue production at, may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mining properties is dependent on the price of gold, silver, copper, lead and zinc that are adequate to make these properties economically viable.

Estimates of Future Production

The Company prepares estimates and projections of its future production. Any such information is forward-looking and no assurance can be given that such estimates will be achieved. These estimates are based on existing mine plans and other assumptions which change from time to time, including the availability, accessibility, sufficiency and quality of ore, the Company’s costs of production, its ability to sustain and increase production levels, the sufficiency of its infrastructure, the performance of its workforce and equipment, the ability to maintain and obtain mining interests and permits and the Company’s compliance with existing and future laws and regulations. The Company’s actual production may vary from estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to the ore reserves, such as the need for sequential development of orebodies and the processing of new or different ore grades; revisions to mine plans; unusual or unexpected orebody formations; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes; and unexpected labor shortages, strikes, local community opposition or blockades. Failure to achieve the estimated forecasts could have an adverse impact on the Company’s future cash flows, business, results of operations and financial condition.

Foreign Operations

The majority of the Company’s foreign operations were conducted in Mexico, Argentina, the Dominican Republic, Guatemala and Chile, 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; ability of governments to unilaterally alter agreements; government imposed supply laws, including laws establishing, among other things, profit margins, production quotas, maximum and minimum price levels and the ability to confiscate merchandise in certain circumstances; surface land access issues; 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.

In addition, adverse changes in mining or investment policies or shifts in political attitude in Mexico, Argentina, the Dominican Republic, Guatemala and Chile 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, import restrictions, such as restrictions applicable

GOLDCORP  |  55

Third Quarter Report – 2016

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

to, among other things, equipment, services and supplies, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, surface land access, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, environmental requirements, land and water use, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these 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 the Company’s operations or profitability.

Government Regulation

The Company’s mining, processing, development and mineral exploration activities 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. 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 the operations and financial position of the Company. Changes to laws regarding mining royalties or taxes, or other elements of a country’s fiscal regime, may also adversely affect the Company’s costs of operations and financial results.

In addition, governments continue to struggle with deficits and concerns over the effects of depressed economies, which 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, but not limited to, Argentina, Australia, Brazil, Chile, the Dominican Republic, Guatemala, Honduras, Mexico and Venezuela, have implemented changes to their respective mining regimes that reflect increased government control or participation in the mining sector, including 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 local goods, supplies and employment of local and community staff or contractors or other benefits to be provided to local residents.

The occurrence of mining regime changes in both developed and developing countries adds uncertainties that cannot be accurately predicted and any future adverse changes in government policies or legislation in the jurisdictions in which the Company operates that affect foreign ownership, mineral exploration, development or mining activities, may affect our viability and profitability.

In December 2016, the State of Zacatecas in Mexico approved new purported environmental taxes that became effective January 1, 2017.  Certain operations at the Company’s Peñasquito mine may be subject to these taxes.  The Company is not able to estimate the amount of the taxes with sufficient reliability.  The Company disputes the legality and constitutionality of the taxes and intends to file legal claims against the taxes before the Mexican courts.

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 that will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s financial position and results of operations.

Cost Risk

The Company is exposed to industry wide cost pressures on capital and operating expenditures which increases the Company's risk relating to the profitability of its operations and the economic returns on its exploration and development stage projects. The Company continues to enter into certain hedging strategies to mitigate certain currency exposures and continues to implement cost management strategies to mitigate this risk.

Operational Risks Associated with Restructuring and Cost-efficiency Initiatives

The Company is in the process of implementing initiatives relating to its strategic restructuring, including the reduction of mining low margin ore and the implementation of cost-efficiency initiatives. Any future combination of these measures to increase net asset value and improve profitability will be influenced by the actual benefits and savings achieved and by the Company's ability to sustain these ongoing improvements. Strategic restructuring and cost cutting efforts may involve various risks, including, but not limited to, labour unrest and potential for strikes or road blockades.

GOLDCORP  |  56

Third Quarter Report – 2016

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

Information Systems Security Threats

Targeted attacks on the Company's systems (or on systems of third parties that we rely on), failure or non-availability of a key information technology (“IT”) system or a breach of security measures designed to protect the Company's IT systems could result in disruptions to our operations, extensive personal injury, property damage or financial or reputational risks.  The Company has implemented and tested system controls and disaster recovery infrastructure for certain IT systems.  As the threat landscape is ever-changing, the Company's continuous mitigation efforts include the following: risk prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; and backup and recovery systems to restore systems and return to normal operations.

On April 16, 2016, the Company was made aware that its IT systems had been attacked by an external party. While the attack did not result in any material loss to the Company or interrupt our day-to-day operations, there can be no assurance that the Company will not experience any such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As cyber threats continue to evolve, the Compny may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Other Risks

For further information regarding the Company’s operational risks, please refer to the section entitled “Description of the Business - Risk Factors” in the Company's most recent Annual Information Form available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

ACCOUNTING MATTERS

Basis of Preparation

The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB, effective as of December 31, 2016. IFRS comprises IFRSs, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICs”). The Company’s significant accounting policies are described in note 3 of the Company's consolidated financial statements for the year ended December 31, 2016.

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 the financial data requires that the Company’s management make assumptions and estimates of the impacts of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

Management has made the following critical judgements and estimates:

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, that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

(a)Operating levels intended by management

Prior to a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when the mine is capable of operating at levels intended by management. Management considers several factors in determining when a mining property is capable of operating at levels intended by management.

The Company determined that the Cerro Negro and Éléonore mines were capable of operating at levels intended by management effective January 1, 2015 and April 1, 2015, respectively.

GOLDCORP  |  57

Third Quarter Report – 2016

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

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

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

(c)Functional currency

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

(d)Asset held for sale and discontinued operation

The Company applies judgment to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. At December 31, 2016, the Company concluded that the assets and liabilities of Los Filos met the criteria for classification as held for sale. Accordingly, the group of assets and liabilities were presented separately under current assets and current liabilities, respectively, and measured at the lower of its carrying amount and fair value less costs of disposal, being its carrying amount. A reversal of impairment loss of $59 million was recorded for Los Filos during the year ended December 31, 2016 to increase its carrying amount to its recoverable amount. The assets of Los Filos will not be depreciated while they are classified as held for sale.

The Company also applies judgement to determine whether a component of the Company that either has been disposed of, or is classified as held for sale, meets the criteria of a discontinued operation. The key area that involves management judgement in this determination is whether the component represents a separate major line of business or geographical area of operation. Given that the Company will continue to operate in Mexico after the disposal of Los Filos, Los Filos is not considered to be a separate major line of business or geographical area of operation, thus it is not considered to be a discontinued operation. Wharf, being the Company's sole mining operation in the United States at the time of its classification to asset held for sale, was considered to be a major geographical area of operation. Therefore, Wharf met the criteria for discontinued operation and its results have been presented as net earnings and cash flows from discontinued operation for the year ended December 31, 2015.

(e)Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations. If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisitions of Kaminak and Probe on July 19, 2016 and March 13, 2015, respectively, did not meet the criteria of a business combination and the transactions have been accounted for as acquisitions of assets.

(f)Determination of control of subsidiaries and joint arrangements

Judgement is required to determine when the Company has control of subsidiaries or joint control of joint arrangements. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the investee's returns, including operating and capital expenditure decision-making, financing of the investee, and the appointment, remuneration and termination of key management personnel; and when the decisions in relation to those activities are under the control of the Company or require unanimous consent from the investors. Judgement is also required when determining the classification of a joint arrangement as a joint venture or a joint operation through an evaluation of the rights and obligations arising from the arrangement. Changes to the Company's access to those rights and obligations may change the classification of that joint arrangement. Based on assessment of the relevant facts and circumstances, primarily,

GOLDCORP  |  58

Third Quarter Report – 2016

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

the requirement for unanimous agreement on management decisions relating to the development and operation of the arrangement, the Company concluded that NuevaUnión met the criteria to be classified as a joint venture.

(g)Impairment and impairment reversal indicators

The Company considers both external and internal sources of information in assessing whether there are any indications that cash-generating unit's are impaired or reversal of impairment is needed. 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 are expected to affect the recoverable amount of CGUs. 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. The primary external factors considered are changes in spot and forecast metal prices, changes in laws and regulations and the Company's market capitalization relative to its net asset carrying amount. Primary internal factors considered are the Company's current mine performance against expectations, movements in reserve and resources, life of mine plans and exploration results as primary indicators.

Management concluded that there were no impairment or impairment reversal indicators as of December 31, 2016 other than for the Los Filos and Marlin mines. As at December 31, 2015, management concluded that market capitalization deficiency constituted an indicator of impairment for all CGUs.

(h)Income taxes

The Company’s operations involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues based on its judgement of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

(i)Contingencies

Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur.  Such contingencies include, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses results from other events and developments.  The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events.

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 and reversal of impairment of mining interests and goodwill

In determining the recoverable amounts of the Company’s mining interests and goodwill, the Company makes estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions related to metal selling prices, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, future capital expenditures, discount rates and exchange rates.

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

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Third Quarter Report – 2016

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

Significant changes in metal price forecasts, estimated future costs of production, capital expenditures, the amount of recoverable reserves, resources, and exploration potential, and/or the impact of changes in current economic conditions may result in a write-down or reversal of impairment of the carrying amounts of the Company’s mining interests and/or goodwill.

During the year ended December 31, 2016, the Company recognized a net impairment reversal of $49 million (2015 – $4,906 million), in respect of the carrying amounts of certain mining interests, including the Company's investments in associates and joint venture. The $4,906 million of impairment expense recognized in 2015 included $479 million and $917 million of impairment charges for goodwill and investments in associates and joint venture, respectively.

At December 31, 2016, the carrying amounts of the Company’s mining interests and goodwill were $19,572 million and $nil, respectively (December 31, 2015 – $19,469 million and $nil, respectively).

(b) Heap leach ore inventories and mine operating costs

In determining mine operating costs recognized in the Consolidated Statements of Earnings (Loss), 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, 2016, the carrying amounts of heap leach ore inventories amounted to $12 million, excluding heap leach ore inventories of $235 million classified to asset held for sale related to the Los Filos divestiture (December 31, 2015 – $260 million).

(c) Inventory net realizable value

In determining the net realizable value of heap leach ore and stockpiled ore, the Company estimates future metal selling prices, production forecasts, realized grades and recoveries, timing of processing, and future costs to convert the inventories into saleable form. Reductions in metal price forecasts, increases in estimated future costs to convert, reductions in the amount of recoverable ounces, and a delay in timing of processing can result in a write-down of the carrying amounts of the Company’s work-in-process, heap leach ore and stockpiled ore inventory. During the year ended December 31, 2016, the Company recorded a write down of $11 million, as a result of the carrying amount of certain inventory exceeding net realizable value (December 31, 2015 – $206 million). Of the $11 million of impairment, $10 million and $1 million (December 31, 2015 – $158 million and $48 million) was recorded as Production costs and Depreciation and depletion in the Consolidated Statements of Earnings (Loss), respectively.

(d) Depreciation and depletion

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

For plants and equipment not depleted based on recoverable ounces, they are depleted on a straight-line basis. Changes to estimates of the useful life and residual value may be impacted by the Company's mine plans and rate of usage on these equipment.

(e) Deferred stripping costs

In determining whether stripping costs incurred during the production phase of a mining property relate to reserves and resources that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the component of reserves and resources which have been made accessible. Changes in estimated strip ratios can result in a change to the future capitalization of stripping costs incurred. At December 31, 2016, the carrying amount of stripping costs capitalized and included in mining properties was $205 million (December 31, 2015 – $163 million).

(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

GOLDCORP  |  60

Third Quarter Report – 2016

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

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) Estimated reclamation and closure costs

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates, assumptions of risks associated with the future cash outflows and assumptions of probabilities of alternative estimates of future cash outflows, and the applicable risk-free interest rates for discounting those future cash outflows. Significant judgements and estimates are required in forming assumptions of future activities, future cash outflows and the timing of those cash outflows. These assumptions are formed based on environmental and regulatory requirements and the Company’s environmental policies which may give rise to constructive obligations. The Company’s assumptions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate and changes in any of the above factors can result in a change to the provision recognized by the Company. At December 31, 2016, the Company’s total provision for reclamation and closure cost obligations was $622 million (December 31, 2015 – $702 million). The undiscounted value of these obligations was $1,786 million (December 31, 2015 – $1,914 million).

For the purpose of calculating the present value of the provision for reclamation and closure cost obligations, the Company discounts the estimated future cash outflows using the risk-free interest rate applicable to the future cash outflows, which is the appropriate US Treasury risk-free rate which reflects the reclamation lifecycle estimated for all sites, including operating and inactive mines and development projects. For those sites with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.

For the year ended December 31, 2016, the Company applied a 20-year risk-free rate of 2.94% (2015 – 20-year risk-free rate of 2.67%) to all sites with the exception of those sites with a reclamation lifecycle of greater than 100 years where a 5.0% (2015 – 5.0%) risk-free rate was applied, which resulted in a weighted average discount rate of 4.1% (2015 – 4.1%).

Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the related mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

(h) 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 Policies

Application of new and revised accounting standards

The Company has applied the amendments to IFRSs included in the Annual Improvements to IFRSs 2012-2014 Cycle which were effective for annual periods beginning on or after January 1, 2016. The amendments did not have an impact on the Company's consolidated financial statements.The Company has not early adopted any amendment, standard or interpretation that has been issued by the IASB but is not yet effective.

Changes in Accounting Standards Not Yet Effective

Revenue recognition

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts; IAS 18 – Revenue; IFRIC 13 – Customer Loyalty Programmes; IFRIC 15 – Agreements for the Construction of Real Estate; IFRIC 18 – Transfers of Assets from Customers; and SIC 31 – Revenue – Barter Transactions involving Advertising Services. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. On July 22, 2015 the IASB confirmed a one-year deferral of the effective date of IFRS 15 to January 1, 2018. The Company plans to apply IFRS 15 at the date it becomes effective.

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Third Quarter Report – 2016

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

The Company is currently evaluating the potential impact of applying IFRS 15, primarily analyzing its doré and concentrate sale agreements. The Company does not anticipate any changes in the gross amounts of revenue recognized but the timing of revenue recognized may differ under the new standard if the timing of transfer of control to customers is deferred and/or if there are additional performance obligations which are currently not recognized separately, such as shipping and insurance services arranged by the Company on behalf of the customers.

Financial instruments

In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9") to replace IAS 39 – Financial Instruments: Recognition and Measurement. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking 'expected loss' impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company plans to apply IFRS 9 at the date it becomes effective.

The following summarizes the expected impact of IFRS 9 upon adoption:

• The classification of financial assets and liabilities is expected to remain consistent under IFRS 9 with the possible exception of equity securities. Under IFRS 9, the Company will have the option to designate equity securities as financial assets at fair value through other comprehensive income, where they will be recorded initially at fair value with changes in fair value recognized in other comprehensive income which will not be subsequently transferred into earnings (loss).  If the Company does not make this election, changes in fair value of the equity securities will be recognized in earnings (loss).

• The introduction of the new "expected credit loss" impairment model is not expected to have an impact on the Company, given the Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings, the negligible historical level of customer default and the short term nature of the Company's receivables.

• The reformed approach to hedge accounting is not expected to have a significant impact on the Company. Under the current standard, companies can elect to record basis adjustments against the carrying amount of the non-financial asset or in earnings at the same time the non-financial item affects earnings. Under IFRS 9, it is mandatory to record the basis adjustments against the carrying amount of the non-financial asset and the Company has elected this as its policy choice under the current standard. Additionally, supplementary documentation and on-going assessment of hedge effectiveness may be required under the new standard. However, these requirements are not expected to have a material impact on the hedging arrangements of the Company.

Leases

In January 2016, the IASB issued IFRS 16 – Leases ("IFRS 16") which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. The Company plans to apply IFRS 16 at the date it becomes effective.

Upon the adoption of IFRS 16, the Company anticipates to record a material balance of lease assets and associated lease liabilities related to leases with a term of 12 months or more previously classified as operating leases on the Consolidated Balance Sheet at January 1, 2019. Due to the recognition of additional lease assets and liabilities, a higher amount of depreciation expense and interest on lease liabilities will be recorded under IFRS 16 compared to the current standard. Additionally, a corresponding reduction in general and administrative costs and/or production costs is expected. Lastly, the Company expects a reduction in operating cash outflows with a corresponding increase in financing cash outflows under IFRS 16. The Company has not quantified these impacts at this time.

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, Chief Financial Officer and Corporate Development, 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, Chief Financial Officer and Corporate Development have concluded that, as of December 31, 2016, 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, Chief Financial Officer and Corporate Development, as appropriate to allow timely decisions regarding required disclosure.

GOLDCORP  |  62

Third Quarter Report – 2016

(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, Chief Financial Officer and Corporate Development, 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, Chief Financial Officer and Corporate Development, 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 Company’s management, with the participation of its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Corporate Development, assessed the effectiveness of the Company’s internal control over financial reporting. In making this assessment, management used the criteria set forth in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management and the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development have concluded that, as of December 31, 2016, the Company’s internal control over financial reporting was effective.

There has been no change in the Company’s internal control over financial reporting during the year endedDecember 31, 2016 that has materially affected, or is 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, Chief Financial Officer and Corporate Development, 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.

GOLDCORP  |  63

GOLDCORP INC
GOLD AND SILVER RESERVES AND RESOURCES SUMMARY TABLE
Effective June 30, 2016
Reserves	Contained Gold (Moz)	Contained Silver (Moz)
Proven	19.0	465.5
Probable	22.8	226.2
Proven & Probable	41.8	691.6
Resources
Measured	8.0	142.0
Indicated	35.5	366.8
Measured & Indicated	43.4	508.8
Inferred	22.0	80.6

GOLDCORP INC
PROVEN AND PROBABLE RESERVES (1)(4)(5)
Effective June 30, 2016
Based on attributable ounces
GOLD		Mt	Au g/t	Moz
Alumbrera (37.5%)	Argentina	16.54	0.39	0.21
Borden	Canada	4.12	7.14	0.95
Camino Rojo	Mexico	75.52	0.70	1.70
Cerro Negro	Argentina	16.66	9.06	4.85
Coffee	Canada	46.36	1.45	2.16
El Morro (50.0%)	Chile	299.53	0.46	4.46
Éléonore	Canada	23.44	6.07	4.57
Los Filos	Mexico	40.71	1.12	1.47
Marlin	Guatemala	0.50	4.10	0.07
Musselwhite	Canada	8.21	6.39	1.69
Peñasquito Heap Leach	Mexico	10.47	0.40	0.13
Peñasquito Mill	Mexico	589.00	0.52	9.89
Porcupine	Canada	45.70	1.55	2.28
Pueblo Viejo (40.0%)	Dominican Republic	57.21	2.93	5.39
Red Lake	Canada	7.55	8.36	2.03
TOTAL GOLD		1,241.52	1.05	41.83
SILVER		Mt	Ag g/t	Moz
Camino Rojo	Mexico	75.52	14.22	34.53
Cerro Negro	Argentina	16.66	66.70	35.73
Los Filos	Mexico	40.71	7.44	9.73
Marlin	Guatemala	0.50	191.04	3.10
Peñasquito Heap Leach	Mexico	10.47	22.56	7.60
Peñasquito Mill	Mexico	589.00	30.05	569.07
Pueblo Viejo (40.0%)	Dominican Republic	57.21	17.33	31.87
TOTAL SILVER		790.09	27.23	691.64

GOLDCORP  |  64

COPPER		Mt	% Cu	Mlbs
Alumbrera (37.5%)	Argentina	17	0.23	84
El Morro (50.0%)	Chile	300	0.49	3,251
Pueblo Viejo (40.0%)	Dominican Republic	57	0.10	120
Relincho (50.0%)	Chile	620	0.37	5,087
TOTAL COPPER		993	0.39	8,543
LEAD		Mt	% Pb	Mlbs
Peñasquito Mill	Mexico	589	0.28	3,684
TOTAL LEAD		589	0.28	3,684
ZINC		Mt	% Zn	Mlbs
Peñasquito Mill	Mexico	589	0.69	8,927
TOTAL ZINC		589	0.69	8,927
MOLYBDENUM		Mt	% Mo	Mlbs
Relincho (50.0%)	Chile	620	0.017	239
TOTAL MOLYBDENUM		620	0.017	239

GOLDCORP INC MEASURED AND INDICATED RESOURCES (1)(2)(3)(4)(6) Effective June 30, 2016 Based on attributable ounces
GOLD		Mt	Au g/t	Moz
Alumbrera (37.5%)	Argentina	15.94	0.28	0.14
Borden	Canada	3.02	5.77	0.56
Camino Rojo	Mexico	223.08	1.05	7.50
Cerro Blanco	Guatemala	2.05	12.69	0.84
Cerro Negro	Argentina	6.84	6.23	1.37
Cochenour	Canada	0.60	15.03	0.29
Coffee	Canada	17.69	1.21	0.69
El Morro (50.0%)	Chile	46.18	0.41	0.61
Éléonore	Canada	5.14	5.66	0.93
Los Filos	Mexico	381.82	0.82	10.02
Marlin	Guatemala	0.46	4.55	0.07
Musselwhite	Canada	2.88	4.98	0.46
Noche Buena	Mexico	55.00	0.37	0.65
Peñasquito Heap Leach	Mexico	22.56	0.21	0.15
Peñasquito Mill	Mexico	303.49	0.27	2.66
Porcupine	Canada	223.22	1.19	8.52
Pueblo Viejo (40.0%)	Dominican Republic	70.43	2.33	5.27
Red Lake	Canada	4.48	16.79	2.42
San Nicolas (21.0%)	Mexico	19.26	0.46	0.28
TOTAL GOLD		1,404.13	0.96	43.43
SILVER		Mt	Ag g/t	Moz
Camino Rojo	Mexico	223.08	9.02	64.72
Cerro Blanco	Guatemala	2.05	40.13	2.64
Cerro Negro	Argentina	6.84	52.17	11.48
Los Filos	Mexico	381.82	8.49	104.28
Marlin	Guatemala	0.46	193.86	2.89
Noche Buena	Mexico	55.00	12.35	21.84
Peñasquito Heap Leach	Mexico	22.56	26.38	19.13

GOLDCORP  |   65

Peñasquito Mill	Mexico	303.49	24.51	239.14
Pueblo Viejo (40.0%)	Dominican Republic	70.43	11.54	26.14
San Nicolas (21.0%)	Mexico	19.26	26.70	16.53
TOTAL SILVER		1,084.99	14.59	508.79
COPPER		Mt	% Cu	Mlbs
Alumbrera	Argentina	16	0.28	98
El Morro (50.0%)	Chile	46	0.42	427
Pueblo Viejo (40.0%)	Dominican Republic	70	0.09	133
Relincho (50.0%)	Chile	199	0.32	1,421
San Nicolas (21.0%)	Mexico	19	1.24	527
TOTAL COPPER		350	0.34	2,605
LEAD		Mt	% Pb	Mlbs
Camino Rojo	Mexico	147	0.08	260
Peñasquito Mill	Mexico	303	0.22	1,469
TOTAL LEAD		450	0.17	1,729
ZINC		Mt	% Zn	Mlbs
Camino Rojo	Mexico	147	0.27	876
Peñasquito Mill	Mexico	303	0.54	3,600
San Nicolas (21.0%)	Mexico	19	1.68	713
TOTAL ZINC		470	0.50	5,189
MOLYBDENUM		Mt	% Mo	Mlbs
Relincho (50.0%)	Chile	199	0.011	48
TOTAL MOLYBDENUM		199	0.011	48

GOLDCORP INC INFERRED RESOURCES (1)(2)(3)(4)(6) Effective June 30, 2016 Based on attributable ounces
GOLD		Mt	Au g/t	Moz
Alumbrera (37.5%)	Argentina	1.50	0.26	0.01
Borden	Canada	2.30	5.49	0.41
Camino Rojo	Mexico	17.16	0.88	0.49
Cerro Blanco	Guatemala	0.75	9.34	0.23
Cerro Negro	Argentina	2.13	4.15	0.28
Cochenour	Canada	3.91	17.09	2.15
Coffee	Canada	52.35	1.31	2.21
El Morro (50.0%)	Chile	339.03	0.30	3.23
Éléonore	Canada	9.73	7.52	2.35
Los Filos	Mexico	162.65	0.76	4.00
Marlin	Guatemala	0.04	6.68	0.01
Musselwhite	Canada	6.80	5.48	1.20
Noche Buena	Mexico	4.94	0.22	0.03
Peñasquito Heap Leach	Mexico	0.04	0.01	—
Peñasquito Mill	Mexico	28.22	0.30	0.27
Porcupine	Canada	45.15	1.64	2.38
Pueblo Viejo (40.0%)	Dominican Republic	1.90	2.05	0.12
Red Lake	Canada	4.58	17.77	2.62
San Nicolas (21.0%)	Mexico	2.28	0.26	0.02
TOTAL GOLD		685.45	1.00	22.00

GOLDCORP  |  66

SILVER		Mt	Ag g/t	Moz
Camino Rojo	Mexico	17.16	9.06	5.00
Cerro Blanco	Guatemala	0.75	43.61	1.06
Cerro Negro	Argentina	2.13	32.06	2.19
Los Filos	Mexico	162.65	9.80	51.25
Marlin	Guatemala	0.04	333.44	0.39
Noche Buena	Mexico	4.94	8.08	1.28
Peñasquito Heap Leach	Mexico	0.04	5.02	0.01
Peñasquito Mill	Mexico	28.22	19.37	17.58
Pueblo Viejo (40.0%)	Dominican Republic	1.90	9.76	0.60
San Nicolas (21.0%)	Mexico	2.28	17.40	1.27
TOTAL SILVER		220.10	11.39	80.63
COPPER		Mt	% Cu	Mlbs
Alumbrera (37.50%)	Argentina	2	0.15	5
El Morro (50.0%)	Chile	339	0.35	2,595
Pueblo Viejo (40.0%)	Dominican Republic	2	0.02	1
Relincho (50.0%)	Chile	305	0.38	2,550
San Nicolas (21.0%)	Mexico	2	1.24	62
TOTAL COPPER		650	0.36	5,213
LEAD		Mt	% Pb	Mlbs
Camino Rojo	Mexico	10	0.07	15
Peñasquito Mill	Mexico	28	0.21	128
TOTAL LEAD		38	0.17	143
ZINC		Mt	% Zn	Mlbs
Camino Rojo	Mexico	10	0.24	53
Peñasquito Mill	Mexico	28	0.31	193
San Nicolas (21.0%)	Mexico	2	0.97	49
TOTAL ZINC		41	0.33	295
MOLYBDENUM		Mt	% Mo	Mlbs
Relincho (50.0%)	Chile	305	0.013	88
TOTAL MOLYBDENUM		305	0.013	88

*Numbers may not add up due to rounding

**For additional information on the 2016 mineral reserves and mineral resources (“MRMR”) refer to the MRMR tables that can be found at www.goldcorp.com

GOLDCORP  |  67

Goldcorp June 30, 2016 Reserve and Resource Reporting Notes:
1	All Mineral Reserves or Ore Reserves have been estimated in accordance with the CIM Definition Standards or the JORC Code.  The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101. Subject to note 4 below, all Mineral Reserves, Ore Reserves and Mineral Resources set out in the tables above or elsewhere in this release have been reviewed and approved by Gil Lawson, P.Eng., Vice President of Geology and Mine Planning, Goldcorp, who is a qualified person as defined under National Instrument 43-101.
2	All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves.
3	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
4	Mineral Reserves and Mineral Resources are reported effective June 30, 2016, with the following conditions or exceptions:
	(i) (ii) (iii) (iv) (v)	Mineral Reserves and Mineral Resources for Pueblo Viejo are as per information provided by Barrick Gold Corporation effective December 31, 2016. Mineral Reserves and Mineral Resources for Relincho and San Nicolas are as per information provided by Teck Resources Limited effective December 31, 2016. Mineral Reserves and Mineral Resources for Alumbrera are as per information provided by Glencore plc effective December 31, 2016. Mineral Reserves and Mineral Resources for Coffee are as per information provided by Kaminak Gold Corporation effective the transaction date of July 19, 2016. Mineral Reserves and Mineral Resources for Los Filos are effective December 31, 2016.
5	Mineral Reserves are estimated using appropriate recovery rates and US$ commodity prices of $1,200 per ounce of gold, $18.00 per ounce of silver, $2.75 per pound of copper, $0.90 per pound of lead, and $0.95 per pound of zinc, unless otherwise noted below:
	(i)	Alumbrera	$1,300/oz gold, $2.31/lb copper
	(ii)	Pueblo Viejo	$1,200/oz gold, $16.50/oz silver, $3.00/lb copper
	(iv)	Relincho	$13.70/lb molybdenum, $2.80/lb copper
6	Mineral Resources are estimated using US$ commodity prices of $1,400 per ounce of gold, $20 per ounce of silver, $3.00 per pound of copper, $1.00 per pound of lead, and $1.00 per pound of zinc, unless otherwise noted below;
	(i)	Alumbrera	$1,300/oz gold, $3.06/lb copper
	(ii)	El Morro	$1,200/oz gold, $2.75/lb copper
	(iii)	Pueblo Viejo	$1,500/oz gold, $17.50/oz silver, $3.25/lb copper
	(iv)	Relincho	$13.70/lb molybdenum, $2.80/lb copper
	(v)	San Nicolas	$1,275/oz gold, $22.50/oz silver, $2.75/lb copper, $1.00/lb zinc

GOLDCORP  |  68

RESPONSIBLITY 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.

/s/ David Garofalo	/s/ Russell Ball
David Garofalo	Russell Ball
President and Chief Executive Officer	Executive Vice President, Chief Financial Officer and Corporate Development
February 15, 2017
Vancouver, Canada

GOLDCORP  |   69

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2016, and December 31, 2015, and the consolidated statements of earnings (loss), comprehensive income (loss), changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Goldcorp Inc. and subsidiaries as at December 31, 2016, and December 31, 2015, and their financial performance and their cash flows for the years then ended, 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 at December 31, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2017, expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte LLP

Chartered Professional Accountants

February 15, 2017

Vancouver, Canada

GOLDCORP  |   70

MANAGEMENT'S REPORT ON INTERNAL C ONTROL OVER FINANCIAL R EPORTING

Management of Goldcorp Inc. ("Goldcorp" or "the Company") is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or caused to be designed under the supervision of, the President and Chief Executive Officer and the Executive Vice President, Chief Financial Officer and Corporate Development and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. It includes those policies and procedures that:

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

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

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

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Goldcorp’s internal control over financial reporting as of December 31, 2016, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2016, Goldcorp’s internal control over financial reporting was effective.

The effectiveness of Goldcorp’s internal control over financial reporting, as of December 31, 2016, has been audited by Deloitte LLP, Independent Registered Public Accounting Firm, who also audited the Company’s consolidated financial statements as of and for the year ended December 31, 2016, as stated in their report.

/s/ David Garofalo	/s/ Russell Ball
David Garofalo	Russell Ball
President and Chief Executive Officer	Executive Vice President, Chief Financial Officer and Corporate Development
February 15, 2017
Vancouver, Canada

GOLDCORP  |   71

REPORT OF INDEPENDENT REGISTERED P UBLIC ACCOUNTING FIRM

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, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) 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, 2016, of the Company and our report dated February 15, 2017, expressed an unmodified/unqualified opinion on those financial statements.

/s/ Deloitte LLP

Chartered Professional Accountants

February 15, 2017

Vancouver, Canada

GOLDCORP  |   72

.

Exhibit 99.2

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

YEARS ENDED DECEMBER 31

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

	Note	2016			2015
Revenues	9	$	3,510		$	4,375
Mine operating costs
Production costs	10, 17	(2,066		)	(2,580		)
Depreciation and depletion	9, 17, 19(e)	(1,024		)	(1,493		)
		(3,090		)	(4,073		)
Earnings from mine operations		420			302
Exploration, evaluation, and project costs	19(b)	(34		)	(51		)
Share of net earnings (loss) of associates and joint venture	20	171			(1		)
Reversal of impairment loss (impairment) of mining interests and goodwill, net	21	49			(4,906		)
Corporate administration	10(a), 29	(187		)	(207		)
Restructuring costs	11	(50		)	—
Earnings (loss) from operations, associates and joint venture	9	369			(4,863		)
Gain (loss) on derivatives, net	27(b)(ii)	3			(54		)
Gain on dilution of ownership interest in associate	8(b)	—			99
Gain on dispositions of mining interests, net of transaction costs	8(b)	—			315
Finance costs	12	(137		)	(135		)
Other expenses, net	13	(13		)	(50		)
Earnings (loss) from continuing operations before taxes		222			(4,688		)
Income tax (expense) recovery	14	(60		)	485
Net earnings (loss) from continuing operations		162			(4,203		)
Net earnings from discontinued operation	8(c)	—			46
Net earnings (loss)		$	162		$	(4,157	)
Net earnings (loss) per share from continuing operations
Basic	15(a)	$	0.19		$	(5.08	)
Diluted	15(a)	0.19			(5.08		)
Net earnings (loss) per share
Basic	15(a)	$	0.19		$	(5.03	)
Diluted	15(a)	0.19			(5.03		)

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

GOLDCORP    |  73

Third Quarter Report – 2016

CONSOLIDATED STATEMENTSOF COMPREHENSIVE INCOME (LOSS)

YEARS ENDED DECEMBER 31

(In millions of United States dollars)

	Note	2016			2015
Net earnings (loss)		$	162		$	(4,157	)
Other comprehensive income (loss), net of tax
Items that may be reclassified subsequently to net earnings (loss):
Unrealized gains (losses) on available-for-sale securities	27(c)	75			(6		)
Reclassification adjustment for impairment losses on available-for-sale securities recognized in net earnings (loss)	27(c)	—			9
Reclassification adjustment for realized gains on disposition of available-for-sale securities recognized in net earnings (loss)	27(c)	(12		)	(1		)
Unrealized losses on derivatives designated as cash flow hedges	27(b)	(15		)	—
Reclassification of cumulative unrealized gains on shares of Probe Mines Ltd. ("Probe") on acquisition	7(c)	—			(3		)
		48			(1		)
Items that will not be reclassified subsequently to net earnings (loss):
Remeasurements on defined benefit pension plans		(1		)	—
Total other comprehensive income (loss), net of tax		47			(1		)
Total comprehensive income (loss)		$	209		$	(4,158	)

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

GOLDCORP    |  74

Third Quarter Report – 2016

CONSOLIDATED STATEMENTSOF CASH F LOWS

YEARS ENDED DECEMBER 31

(In millions of United States dollars)

	Note	2016			2015
Operating activities
Net earnings (loss) from continuing operations		$	162		$	(4,203	)
Adjustments for:
Dividends from associate	20	—			7
Reclamation expenditures	26	(28		)	(57		)
Items not affecting cash:
Write-down of inventories	17	10			158
Depreciation and depletion	9, 17, 19(e)	1,024			1,493
Share of net (earnings) loss of associates and joint venture	20	(171		)	1
(Reversal of impairment) impairment of mining interests and goodwill	21	(49		)	4,906
Share-based compensation	29(a)	52			54
Unrealized gains on derivatives, net	27(b)(ii)	(9		)	(29		)
Gain on dilution of ownership interest in associate	8(b)	—			(99		)
Gain on dispositions of mining interests, net of transaction costs	8(b)	—			(315		)
Revision of estimates and accretion on closure cost obligations	10, 26	7			(15		)
Foreign exchange loss		13			130
Deferred income tax recovery	14	(65		)	(791		)
Other		(21		)	25
Change in working capital	16	(126		)	158
Net cash provided by operating activities of continuing operations		799			1,423
Net cash provided by operating activities of discontinued operation	8(c)	—			7
Investing activities
Acquisition of mining interest, net of cash acquired	7(a), (c)	6			(43		)
Expenditures on mining interests	9, 19(c)	(696		)	(1,178		)
Return of capital investment in associate	20	24			112
Proceeds from dispositions of mining interests, net of transaction costs	8(b)	—			788
Interest paid	19(c)	(25		)	(77		)
Proceeds (purchases) of short term investments and available-for-sale securities, net	16	37			(26		)
Other		—			(2		)
Net cash used in investing activities of continuing operations		(654		)	(426		)
Net cash provided by investing activities of discontinued operation	16	—			97
Financing activities
Debt borrowings, net of transaction costs	24	—			205
Debt repayments	24	(202		)	(223		)
Draw down (repayment) of credit facility, net	24	30			(840		)
Finance lease payments		(5		)	(2		)
Dividends paid to shareholders	15(b)	(97		)	(370		)
Common shares issued		3			20
Other		(23		)	21
Acquisition of non-controlling interest	7(b)	—			(67		)
Net cash used in financing activities of continuing operations		(294		)	(1,256		)
Effect of exchange rate changes on cash and cash equivalents		—			(1		)
Decrease in cash and cash equivalents		(149		)	(156		)
Cash and cash equivalents, beginning of the year		326			482
Cash and cash equivalents reclassified as held for sale	8(a)	(20		)	—
Cash and cash equivalents, end of the year	16	$	157		$	326

Supplemental cash flow information (note 16)

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

GOLDCORP    |  75

Third Quarter Report – 2016

CONSOLIDATED BALANCE SHEETS

(In millions of United States dollars)

	Note	At December 31 2016			At December 31 2015
Assets
Current assets
Cash and cash equivalents	16	$	157		$	326
Short term investments		43			57
Accounts receivable		95			73
Inventories	17	370			469
Sales and indirect taxes recoverable		271			273
Income taxes receivable		25			67
Assets held for sale	8(a)	548			—
Other	18	59			66
		1,568			1,331
Mining interests
Owned by subsidiaries	19, 21	17,565			17,630
Investments in associates and joint venture	20, 21	2,007			1,839
		19,572			19,469
Investments in securities	22	114			51
Deferred income taxes	14	49			50
Inventories	17	28			255
Other	23	166			272
Total assets	9	$	21,497		$	21,428
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	512		$	680
Debt	24	—			212
Income taxes payable		52			104
Liabilities relating to assets held for sale	8(a)	118			—
Other	26	95			53
		777			1,049
Deferred income taxes	14	3,658			3,749
Debt	24	2,510			2,476
Provisions	26	661			775
Finance lease obligations	25	247			267
Income taxes payable		127			161
Other		102			103
Total liabilities	9	8,082			8,580
Shareholders' equity
Common shares, stock options and restricted share units		18,064			17,604
Accumulated other comprehensive income (loss)		41			(6		)
Deficit		(4,690		)	(4,750		)
	9	13,415			12,848
Total liabilities and shareholders' equity		$	21,497		$	21,428

Commitments and contingencies (notes 27(e)(ii)and31);subsequent events (notes 7(b)(i), 8(a) and 32)

Approved by the Board of Directors and authorized for issue on February 15, 2017.

/s/ David Garofalo	/s/ Ian Telfer
David Garofalo, Director	Ian Telfer, Director

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

GOLDCORP    |  76

Third Quarter Report – 2016

CONSOLIDATED STATEMENTSOF CHANGESIN 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			Accumulated other comprehensive (loss) income			Deficit			Attributable  to shareholders of Goldcorp Inc.			Non-controlling interest		Total
At January 1, 2016	830,337	$	17,276	$	328		$	(6	)	$	(4,750	)	$	12,848		$	—	$	12,848
Total comprehensive income
Net earnings	—	—		—			—			162			162			—		162
Other comprehensive income	—	—		—			47			—			47			—		47
	—	—		—			47			162			209			—		209
Shares issued pursuant to the acquisition of Kaminak (note 7(a))	20,997	400		—			—			—			400			—		400
Stock options exercised and restricted share units issued and vested (note 29(a))	2,158	52		(49		)	—			—			3			—		3
Share-based compensation (note 29(a))	—	—		52			—			—			52			—		52
Dividends (note 15(b))	320	5		—			—			(102		)	(97		)	—		(97		)
At December 31, 2016	853,812	$	17,733	$	331		$	41		$	(4,690	)	$	13,415		$	—	$	13,415

	Common Shares
	Shares issued, fully paid  with no par value	Amount		Stock options, restricted share units and warrants			Accumulated other comprehensive loss			Deficit			Attributable to shareholders of Goldcorp Inc.			Non- controlling interest			Total
At January 1, 2015	813,585	$	16,941	$	320		$	(5	)	$	(297	)	$	16,959		$	216		$	17,175
Total comprehensive loss
Net loss	—	—		—			—			(4,157		)	(4,157		)	—			(4,157		)
Other comprehensive loss	—	—		—			(1		)	—			(1		)	—			(1		)
	—	—		—			(1		)	(4,157		)	(4,158		)	—			(4,158		)
Shares, stock options and warrants issued pursuant to the acquisition of Probe (note 7(c))	13,264	250		20			—			—			270			—			270
Stock options and warrants exercised, and restricted share units issued and vested (note 29(a))	3,488	85		(65		)	—			—			20			—			20
Share-based compensation (note 29(a))	—	—		53			—			—			53			—			53
Dividends (note 15(b))	—	—		—			—			(370		)	(370		)	—			(370		)
Acquisition of non-controlling interest (note 7(b))	—	—		—			—			74			74			(216		)	(142		)
At December 31, 2015	830,337	$	17,276	$	328		$	(6	)	$	(4,750	)	$	12,848		$	—		$	12,848

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

GOLDCORP    |  77

Third Quarter Report – 2016

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

NOTESTO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

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 head 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, lead, zinc and copper.

The Company’s principal producing mining properties are comprised of the Red Lake, Porcupine, Musselwhite and Éléonore mines in Canada; the Peñasquito mine in Mexico; the Cerro Negro mine in Argentina; and the Pueblo Viejo mine (40% interest) in the Dominican Republic.

On July 19, 2016, the Company acquired 100% of Kaminak Gold Corporation ("Kaminak"), which owns the Coffee project ("Coffee") in Canada (note 7(a)). On November 24, 2015, the Company completed the acquisition of the 30% non-controlling interest held by New Gold Inc. ("New Gold") in the El Morro project, increasing the Company's interest in El Morro to 100%. On the same date, the Company entered into a joint venture agreement ("NuevaUnión") with Teck Resources Ltd. ("Teck"), into which both parties contributed their respective interests in the El Morro and Relincho deposits in Chile (note 7(b)) in exchange for a 50% interest in the NuevaUnión Joint Venture. On March 13, 2015, the Company acquired 100% of the outstanding shares of Probe Mines Ltd. ("Probe"), which owns the Borden gold project ("Borden") in Canada (note 7(c)). At December 31, 2016, the Company's significant projects include Borden, Cochenour and Coffee in Canada and NuevaUnión (50% interest) in Chile. NuevaUnión was referred to as Project Corridor prior to June 2016.

On January 12, 2017, the Company announced the sale of the Los Filos mine in Mexico, which is expected to close in the first quarter of 2017 (note 8(a)). On June 30, 2015, the Company disposed of its 25.9% equity interest in Tahoe Resources Inc. ("Tahoe") which was previously recognized as investments in an associate (notes 8(b)). The Wharf gold mine ("Wharf") in the United States was disposed of on February 20, 2015 and its results have been presented as discontinued operation for the year endedDecember 31, 2015(note 8(c)).

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), effective as of December 31, 2016. IFRS comprises IFRSs, International Accounting Standards ("IASs"), and interpretations issued by the IFRS Interpretations Committee ("IFRICs") and the former Standing Interpretations Committee ("SICs").

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 those assets and liabilities that are measured at revalued amounts or fair values at the end of each reporting period. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

(b) Currency of presentation

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

(c) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective

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

date of disposition or loss of control. The principal subsidiaries (mine sites and operating segments) of Goldcorp and their geographic locations at December 31, 2016 were as follows:

Direct parent company (mine sites and operating segments) (note 9)	Location	Ownership interest	Mining properties and development projects owned (note 19)
Red Lake Gold Mines Ontario Partnership ("Red Lake")	Canada	100%	Red Lake and Campbell mines, and Cochenour project
Goldcorp Canada Ltd./Goldcorp Inc. ("Porcupine")	Canada	100%	Porcupine mine and Borden project
Goldcorp Canada Ltd./Goldcorp Inc. ("Musselwhite")	Canada	100%	Musselwhite mine
Les Mines Opinaca Ltée ("Éléonore")	Canada	100%	Éléonore mine
Kaminak Gold Corporation ("Kaminak")	Canada	100%	Coffee project
Minera Peñasquito S.A. de C.V. and Camino Rojo S.A. de C.V. ("Peñasquito")	Mexico	100%	Peñasquito mine and  Camino Rojo project
Oroplata S.A. ("Cerro Negro")	Argentina	100%	Cerro Negro mine

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

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

Associates and joint venture (mine sites and/or operating segments) (notes 7, 9 and 20)	Location	Ownership interest	Classification	Mining properties
Minera Alumbrera Limited ("Alumbrera")	Argentina	37.5%	Associate	Alumbrera mine
Pueblo Viejo Dominicana Corporation ("Pueblo Viejo")	Dominican Republic	40.0%	Associate	Pueblo Viejo  mine
NuevaUnión SpA (formerly Corredor SpA)("NuevaUnión")	Chile	50.0%	Joint Venture	El Morro and Relincho deposits ("NuevaUnión" project, formerly "Project Corridor")

(d) Investments in associates and joint venture

The Company conducts a portion of its business through equity interests in associates and a joint venture.

A joint venture is a joint arrangement whereby the joint venture participants are bound by contractual agreements establishing joint control. Joint control exists when decisions about the activities that significantly affect the returns of the investee require unanimous consent. A joint arrangement may be a joint operation or a joint venture. A joint arrangement is classified as a joint venture when the investor has rights to the net assets of the joint arrangement. A joint operation is a joint arrangement whereby the investor has rights and obligations to the separate assets and liabilities of the investee, respectively. The Company does not hold interests in joint operations.

An associate is an entity over which the Company has significant influence, and is neither a subsidiary or a joint arrangement. 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 and joint venture using the equity method. Under the equity method, the Company’s investment in an associate or a joint venture is initially recognized at cost and subsequently increased or decreased to recognize the Company's share of net earnings and losses of the associate or joint venture, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the associate or joint venture's reserves, and for impairment losses after the initial recognition date. The total carrying amount of the Company's investments in associates and joint venture also include any long-term debt interests which in substance form part of the Company's net investment. The Company’s share of an associate or joint venture's losses that are in excess of its investment are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. The Company's share of earnings and losses of associates and joint venture are recognized in net earnings during the period. Dividends and repayment of capital received from an associate or joint venture are accounted for as a reduction in the carrying amount of the Company’s investment. The Company’s investments in associates and joint venture are included in mining interests on the Consolidated Balance Sheets.

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Third Quarter Report – 2016

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

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

Impairment of investments in associates and joint venture

At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in an associate or joint venture is impaired. Objective evidence includes observable data indicating there is a measurable decrease in the estimated future cash flows of the investee’s operations. When there is objective evidence that an investment is impaired, the carrying amount of such investment is compared to its recoverable amount, being the higher of its fair value less costs of disposal ("FVLCD") and value-in-use ("VIU"). If the recoverable amount of an investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period in which the relevant circumstances are identified. When an impairment loss reverses in a subsequent period, the carrying amount of the investment 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.

(e) Non-controlling interests

Non-controlling interests in the Company’s less than wholly-owned subsidiaries are classified as a separate component of equity. 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.

(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

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

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, are expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issue costs.

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

(i) The identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree;

(ii) The consideration transferred in exchange for an interest in the acquiree;

(iii) In a business combination achieved in stages, the equity interest in the acquiree previously held by the acquirer; and

(iv) The resulting goodwill or gain on a bargain purchase.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. 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 operation; (ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or (iii) is a subsidiary acquired exclusively with a view to resell.

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

(h) Assets and liabilities held for sale

A non-current asset or disposal group of assets and liabilities ("disposal group") is classified as held for sale, if its carrying amount will be recovered principally through a sale transaction rather than through continuing use, and when the following criteria are met:

(i) The non-current asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; and

(ii) The sale of the non-current asset or disposal group is highly probable. For the sale to be highly probable:

a. The appropriate level of management must be committed to a plan to sell the asset or disposal group;

b. An active program to locate a buyer and complete the plan must have been initiated;

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

d. The sale should be expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale (with certain exceptions); and

e. Actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

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Third Quarter Report – 2016

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

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

(i) Foreign currency translation

The functional and presentation currency of the Company and each of its subsidiaries, associates and joint ventures is the US dollar. Accordingly, foreign currency transactions and balances of the Company’s subsidiaries, associates and joint ventures are translated as follows: (i) monetary assets and liabilities denominated in currencies other than the US dollar ("foreign currencies") are translated into US dollars at the exchange rates prevailing at the balance sheet date; (ii) non-monetary assets denominated in foreign currencies and measured at other than fair value are translated using the rates of exchange at the transaction dates; (iii) non-monetary assets denominated in foreign currencies that are measured at fair value are translated using the rates of exchange at the dates those fair values are determined; and (iv) income statement items denominated in foreign currencies are translated using the average monthly exchange rates, except for depreciation and depletion which is translated at historical exchange rates.

Foreign exchange gains and losses are recognized in net earnings and presented in the Consolidated Statements of Earnings (Loss) in accordance with the nature of the transactions to which the foreign currency gains and losses relate. Unrealized foreign exchange gains and losses on cash and cash equivalent balances denominated in foreign currencies are disclosed separately in the Consolidated Statements of Cash Flows.

(j) Revenue recognition

The Company includes proceeds from the sale of all metals in revenue. The Company’s primary product is gold and other metals produced as part of the extraction process are considered to be by-products arising from the production of gold. Revenue from the sale of metals is recognized when the significant risks and rewards of ownership have passed to the buyer; it is probable that economic benefits associated with the transaction will flow to the Company; the sale price can be measured reliably; the Company has no significant continuing involvement; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. In circumstances where title is retained to protect the financial security interests of the Company, revenue is recognized when the significant risks and rewards of ownership have passed to the buyer.

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

(k) Earnings per share

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

(l) Cash and cash equivalents

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

(m) Inventories and stockpiled ore

Finished goods, work-in-process, heap leach ore and stockpiled ore are measured at the lower of weighted average cost and net realizable value. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future costs to convert the inventories into saleable form and estimated costs to sell. At operations where the ore extracted contains significant amounts of metals other than gold, primarily silver, copper, lead and zinc, cost is allocated between

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

the joint products on a pro-rata basis. Incremental processing costs directly related to a joint product are allocated to that metal. Stockpiled ore and Ore on leach pads that is expected to take longer than 12 months to recover is presented as a non-current asset.

Ore extracted from the mines is generally 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 weighted 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 and Los Filos mines. Under this method, ore is stacked on leach pads and treated with a cyanide 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 removed from heap leach ore inventory as ounces of gold are recovered at the weighted 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 weighted 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.

The costs of inventories sold during the period are presented as mine operating costs in the Consolidated Statements of Earnings (Loss).

(n) Mining interests

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

Mining properties

Mining properties are comprised of reserves, resources and exploration potential. The value associated with resources and exploration potential is the value beyond proven and probable reserves.

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

Recognition

Capitalized costs of mining properties include the following:

(i) Costs of acquiring production, development and exploration stage properties in asset acquisitions;

(ii) Costs attributed to mining properties acquired in business combinations;

(iii) Expenditures incurred to develop mining properties;

(iv) Economically recoverable exploration and evaluation expenditures;

(v) Borrowing costs incurred that are attributable to qualifying mining properties;

(vi) Certain costs incurred during production, net of proceeds from sales, prior to reaching operating levels intended by management; and

(vii) Estimates of reclamation and closure costs (note 3(r)).

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Third Quarter Report – 2016

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

Acquisitions:

The cost of acquiring a mining property as part of a business combination is capitalized and represents the property’s fair value at the date of acquisition. The purchase consideration of the acquisition of a mining property determined to be an asset acquisition is allocated to the individual assets acquired and liabilities assumed based on their relative fair values. 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 as part of the carrying amount of the related mining property.

Exploration and evaluation expenditures:

The costs of acquiring rights to explore, exploratory drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contain proven and probable reserves are exploration and evaluation expenditures and are expensed as incurred to the date of establishing that costs incurred are economically recoverable. Exploration and evaluation expenditures incurred subsequent to the establishment of economic recoverability are capitalized and included in the carrying amount of the related mining property.

Management uses the following criteria in its assessments of economic recoverability and probability of future economic benefit:

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

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

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

(iv) Life of mine plans: an overall life of mine plan and economic model to support the economic extraction of reserves and resources exists. A long-term life of mine plan and supporting geological model identifies the drilling and related development work required to expand or further define the existing ore body; and

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

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

(i) It is probable that a future economic benefit will flow to the Company;

(ii) The Company can obtain the benefit and controls access to it;

(iii) The transaction or event giving rise to the future economic benefit has already occurred; and

(iv) Costs incurred can be measured reliably.

Borrowing costs:

Borrowing costs incurred that are attributable to acquiring and developing exploration and development stage mining properties and constructing new facilities (qualifying assets) are capitalized and included in the carrying amounts of qualifying assets until those qualifying assets are ready for their intended use, which in the case of mining properties, is when the mining property reaches commercial production. Capitalization commences on the date that expenditures for the qualifying asset are incurred, borrowing costs are being

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Third Quarter Report – 2016

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

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

Costs incurred during production:

Capitalization of costs incurred ceases when the mining property is capable of operating at levels intended by management. Costs incurred prior to this point, including depreciation of related plant and equipment, are capitalized and proceeds from sales during this period are offset against costs capitalized.

Development costs incurred to maintain current production are included in mine operating costs. These costs include the development and access (tunnelling) costs of production drifts to develop the ore body in the current production cycle.

During the production phase of a mine, stripping costs incurred that provide access to a component of reserves and resources that will be produced in future periods and that would not have otherwise been accessible are capitalized ("stripping activity asset"). The costs qualifying for capitalization are those costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs, and which are determined using a strip ratio methodology. The strip ratio represents the ratio of the estimated total volume of waste material to the estimated total quantity of economically recoverable ore of the component of the reserves and resources for which access has been improved.The stripping activity asset is included as part of the carrying amount of the mining property. Capitalized stripping costs are amortized based on the estimated recoverable ounces contained in reserves and resources that directly benefit from the stripping activities. Costs for waste removal that do not give rise to future economic benefits are included in mine operating costs in the period in which they are incurred.

Measurement

Mining properties are recorded at cost less accumulated depletion and impairment losses.

Depletion:

The carrying amounts of mining properties are depleted using the unit-of-production method over the estimated recoverable ounces, when the mine is capable of operating at levels intended by management. Under this method, depletable costs are multiplied by the number of ounces produced, and divided by the estimated recoverable ounces contained in proven and probable reserves and a portion of resources where it is considered highly probable that those resources will be economically extracted. During the year ended December 31, 2016, depletion expense would have increased by $80 million (2015 – $69 million) if resources were excluded from recoverable ounces.

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

(i) Operational commissioning of major mine and plant components is complete;

(ii) Operating results are being achieved consistently for a period of time;

(iii) There are indicators that these operating results will be continued; and

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

Management reviews the estimated total recoverable ounces contained in depletable reserves and resources annually, 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

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Third Quarter Report – 2016

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

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 mine sites, represented by its principal producing mining properties and significant development projects.

The recoverable amount of a mine site is the greater of its FVLCD and VIU. In determining the recoverable amounts of each of the Company’s mine sites, the Company uses the FVLCD as this will generally be greater than or equal to the VIU. When there is no binding sales agreement, FVLCD 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 capital expenditures. If the recoverable amount of a mine site is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The carrying amount of each mine site includes the carrying amounts of mining properties, plant and equipment, goodwill and related deferred income tax balances, net of the mine site reclamation and closure cost provision. In addition, the carrying amounts of the Company’s corporate assets are allocated to the relevant mine sites for impairment purposes. Impairment losses are recognized in net earnings in the period in which they are incurred. The allocation of an impairment loss, if any, for a particular mine site to its mining properties and plant and equipment is based on the relative carrying amounts of those assets at the date of impairment. Those mine sites which have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. When an impairment loss reverses in a subsequent period, the revised carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously, less subsequent depreciation and depletion. Reversals of impairment losses are recognized in net earnings in the period in which the reversals occur.

Plant and equipment

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

Mill and mill components	life of 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 its value recover.

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

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) Leases

Contracts which contain the legal form of a lease are classified as either finance or operating leases. Finance leases represent leases that transfer substantially all of the risks and rewards of ownership of the leased asset. They are capitalized at the commencement of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments and these capitalized costs are depreciated over the shorter of the period of expected use and the lease term. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments are included in production costs in the Company's Consolidated Statements of Earnings (Loss) on a straight-line basis over the period of the lease. In addition to contracts which take the legal form of a lease, other significant contracts are assessed to determine whether, in substance, they are or contain a lease, if the contractual arrangement contains the use of a specific asset and the right to use that asset.

(q) Income taxes

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

In a business combination, temporary differences arise as a result of differences between the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred income tax assets and liabilities are recognized for the tax effects of these differences. Deferred income tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss.

Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the related assets are realized or the liabilities are settled. The measurement of deferred income tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover and settle the carrying amounts of its assets and liabilities, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period in which the change is substantively enacted.

The Company records foreign exchange gains and losses representing the impacts of movements in foreign exchange rates on the tax bases of non-monetary assets and liabilities which are denominated in foreign currencies. Foreign exchange gains and losses relating to deferred income taxes and current income taxes are included in deferred income tax expense/recovery and current income tax expense/recovery, respectively in the Consolidated Statements of Earnings (Loss).

Current and deferred income tax expense or recovery are recognized in net earnings except when they arise as a result of items recognized in other comprehensive income or directly in equity, in which case the related current and deferred income taxes are also recognized in other comprehensive income or directly in equity, respectively.

(r) Provisions

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

(i) The Company has a present obligation (legal or constructive) as a result of a past event;

(ii) It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

(iii) A reliable estimate can be made of the amount of the obligation.

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

(i) By an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to other parties that it will accept certain responsibilities; and

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(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 or reversed to reflect management’s current best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. Provisions are reduced by actual expenditures for which the provision was originally recognized. Where discounting has been used, the carrying amount of a provision is accreted during the period to reflect the passage of time. This accretion expense is included in finance costs in the Consolidated Statements of Earnings (Loss).

Reclamation and closure cost obligations

The Company records a provision for the estimated future costs of reclamation and closure of operating, closed and inactive mines and development projects when environmental disturbance occurs or a constructive obligation arises. Future costs represent management’s best estimates which incorporate assumptions on the effects of inflation, movements in foreign exchange rates and the effects of country and other specific risks associated with the related liabilities. These estimates of future costs are discounted to net present value using the risk-free interest rate applicable to the future cash outflows. The provision for the Company’s reclamation and closure cost obligations is accreted over time to reflect the unwinding of the discount with the accretion expense included in finance costs in the Consolidated Statements of Earnings (Loss). The provision for reclamation and closure cost obligations is remeasured at the end of each reporting period for changes in estimates or circumstances. Changes in estimates or circumstances include changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, changes to cost estimates and changes to the risk-free interest rates.

Reclamation and closure cost obligations relating to operating mines and development projects are initially recorded with a corresponding increase to the carrying amounts of related mining properties. Changes to the obligations which may arise as a result of changes in estimates and assumptions are also accounted for as changes in the carrying amounts of related mining properties, except where a reduction in the obligation is greater than the capitalized reclamation and closure costs, in which case, the capitalized reclamation and closure costs are reduced to nil and the remaining adjustment is included in production costs in the Consolidated Statements of Earnings (Loss). Reclamation and closure cost obligations related to inactive and closed mines are included in production costs in the Consolidated Statements of Earnings (Loss) on initial recognition and subsequently when remeasured.

(s) Financial instruments

Measurement – initial recognition

On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss ("FVTPL"). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

Classification and measurement – subsequent to initial recognition

Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities.

Classified as at FVTPL:

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. Derivatives are classified as either hedges of highly probable forecasted transactions ("cash flow hedges") or non-hedge derivatives.

Derivative instruments designated as cash flow hedges:

On initial designation of the derivative as a cash flow hedge, the Company documents the relationship between the hedging instrument and hedged item and assesses the effectiveness of the hedging instrument in offsetting the changes in the cash flows attributable to the hedged risk and whether the forecast transaction is highly probable. Subsequent assessment will be performed on an ongoing

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basis to determine that the hedging instruments have been highly effective throughout the reporting periods for which they were designated. The changes in the fair value of derivatives that are designated and determined to be effective in offsetting forecasted cash flows is recognized in other comprehensive income (loss) ("OCI"). The gain or loss relating to the ineffective portion is recognized immediately as Gain (loss) on derivatives, net, in the Consolidated Statements of Earnings (Loss).

When the forecasted transaction impacts earnings, the cumulative gains or losses that were recorded in Accumulated other comprehensive income (loss) ("AOCI") are reclassified to earnings in the same period or periods during which the hedged transaction has occurred. When the forecasted transaction that is hedged results in the recognition of a non-financial asset, the cumulative gains or losses that were recorded in AOCI are reclassified and included in the carrying amount of the asset.

When a derivative designated as a cash flow hedge expires or is sold and the forecasted transaction is still expected to occur, any cumulative gain or loss relating to the derivative that is recorded in AOCI at that time remains in AOCI and is recognized in the Consolidated Statements of Earnings (Loss) when the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was recorded in AOCI is immediately transferred to the Consolidated Statements of Earnings (Loss).

Non-hedge derivatives

Derivative instruments that do not qualify as cash flow hedges are recorded at fair value with changes in fair value recognized in net earnings.

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 OCI and accumulated in the investment revaluation reserve within equity until the financial assets are derecognized or there is objective evidence that the financial assets are impaired. When available-for-sale investments in marketable securities and equity securities are derecognized, the cumulative mark-to-market gains or losses that had been previously recognized in OCI are reclassified to earnings for the period. When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that had been previously recognized in OCI is reclassified to earnings for the period.

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

Financial assets classified as loans and receivables, held-to-maturity investments, and other financial liabilities are measured at amortized cost using the effective interest method. The effective interest method calculates the amortized cost of a financial asset or financial liability and allocates the effective interest income or interest expense over the term of the financial asset or financial liability, respectively. The interest rate is the rate that exactly discounts estimated future cash receipts or payments throughout the term of the financial instrument to the net carrying amount of the financial asset or financial liability, respectively.

When there is objective evidence that an impairment loss on a financial asset measured at amortized cost has been incurred, an impairment loss is recognized in net earnings for the period measured as the difference between the financial asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's effective interest rate at initial recognition.

Impairment

The Company assesses at the end of each reporting period whether there is objective evidence that financial assets are impaired. A financial asset is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset that has a negative impact on the estimated future cash flows of the financial asset that can be reliably estimated.

(t) Share-based payments

The fair value of the estimated number of stock options and restricted share units ("RSUs") awarded to employees, officers and directors that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate administration expense in the Consolidated Statements of Earnings (Loss) over the vesting period of the stock options and RSUs, with a corresponding increase to equity. The fair value of stock options is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant. The fair value of RSUs is the market value of the underlying shares as of the

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date of grant. Stock options and RSUs with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values. Changes to the estimated number of awards that will eventually vest are accounted for prospectively.

Performance share units ("PSUs") and phantom restricted units ("PRUs") are settled in cash. The fair value of the estimated number of PSUs and PRUs awarded that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate administration expense in the Consolidated Statements of Earnings (Loss) over the vesting period, with a corresponding amount recorded as a liability. Until the liability is settled, the fair value of the PSUs and PRUs is re-measured at the end of each reporting period and at the date of settlement, with changes in fair value recognized as share-based compensation expense or recovery over the vesting period. The fair value of the PSUs are 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. The fair value of PRUs is the market value of the underlying shares as of the date of valuation.

4. CHANGES IN ACCOUNTING STANDARDS

Application of new and revised accounting standards:

The Company has applied the amendments to IFRSs included in the Annual Improvements to IFRSs 2012-2014 Cycle which were effective for annual periods beginning on or after January 1, 2016. The amendments did not have an impact on the Company's consolidated financial statements.The Company has not early adopted any amendment, standard or interpretation that has been issued by the IASB but is not yet effective.

Changes in accounting standards not yet effective:

Revenue recognition

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts; IAS 18 – Revenue; IFRIC 13 – Customer Loyalty Programmes; IFRIC 15 – Agreements for the Construction of Real Estate; IFRIC 18 – Transfers of Assets from Customers; and SIC 31 – Revenue – Barter Transactions involving Advertising Services. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company plans to apply IFRS 15 at the date it becomes effective.

The Company is currently evaluating the potential impact of applying IFRS 15, primarily analyzing its doré and concentrate sale agreements. The Company does not anticipate any changes in the gross amounts of revenue recognized but the timing of revenue recognized may differ under the new standard if the timing of transfer of control to customers is deferred and/or if there are additional performance obligations which are currently not recognized separately, such as shipping and insurance services arranged by the Company on behalf of its customers.

Financial instruments

In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9") to replace IAS 39 – Financial Instruments: Recognition and Measurement. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking 'expected loss' impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company plans to apply IFRS 9 at the date it becomes effective.

The following summarizes the expected impact of IFRS 9 upon adoption:

• The classification of financial assets and liabilities is expected to remain consistent under IFRS 9 with the possible exception of equity securities. Under IFRS 9, the Company will have the option to designate equity securities as financial assets at fair value through other comprehensive income, where they will be recorded initially at fair value with changes in fair value recognized in other comprehensive income which will not be subsequently transferred into earnings (loss).  If the Company does not make this election, changes in fair value of the equity securities will be recognized in earnings (loss).

• The introduction of the new "expected credit loss" impairment model is not expected to have an impact on the Company, given the Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings, the negligible historical level of customer default, and the short term nature of the Company's receivables.

• The reformed approach to hedge accounting is not expected to have a significant impact on the Company. Under the current standard, companies can elect to record basis adjustments against the carrying amount of the non-financial asset or in earnings at the same time the non-financial item affects earnings. Under IFRS 9, it is mandatory to record the basis adjustments against the carrying amount of the non-financial asset. As the Company's current policy aligns with the new requirement, this change has no impact on the Company.

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Additionally, supplementary documentation and on-going assessment of hedge effectiveness may be required under the new standard. However, these requirements are not expected to have a material impact on the hedging arrangements of the Company.

Leases

In January 2016, the IASB issued IFRS 16 – Leases ("IFRS 16") which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to the current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. The Company plans to apply IFRS 16 at the date it becomes effective.

Upon the adoption of IFRS 16, the Company anticipates to record a material balance of lease assets and associated lease liabilities related to leases with a term of 12 months or more previously classified as operating leases on the Consolidated Balance Sheet at January 1, 2019. Due to the recognition of additional lease assets and liabilities, a higher amount of depreciation expense and interest on lease liabilities will be recorded under IFRS 16 compared to the current standard. Additionally, a corresponding reduction in general and administrative costs and/or production costs is expected. Lastly, the Company expects a reduction in operating cash outflows with a corresponding increase in financing cash outflows under IFRS 16. The Company has not quantified these impacts at this time.

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 a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when the mine is capable of operating at levels intended by management. Management considers several factors (note 3(n)) in determining when a mining property is capable of operating at levels intended by management.

The Company determined that the Cerro Negro and Éléonore mines were capable of operating at levels intended by management effective January 1, 2015 and April 1, 2015, respectively.

(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 (note 3(n)) in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

(c) Functional currency

The functional currency for each of the Company’s subsidiaries and investments in associate, 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) Asset held for sale and discontinued operation

The Company applies judgement to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. At December 31, 2016,

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

the Company concluded that the assets and liabilities of Los Filos met the criteria for classification as held for sale. Accordingly, the group of assets and liabilities were presented separately under current assets and current liabilities, respectively, and measured at the lower of its carrying amount and FVLCD, being its carrying amount. A reversal of impairment loss of $59 million was recorded for Los Filos during the year ended December 31, 2016 (note 21) to increase its carrying amount to its recoverable amount. The assets of Los Filos will cease to be depreciated while they are classified as held for sale.

The Company also applies judgement to determine whether a component of the Company that either has been disposed of or is classified as held for sale meets the criteria of a discontinued operation. The key area that involves management judgement in this determination is whether the component represents a separate major line of business or geographical area of operation. Given that the Companywill continue to operate in Mexico after the disposal of Los Filos, Los Filos is not considered to be a separate major line of business or geographical area of operation, thus it is not considered to be a discontinued operation. Wharf, being the Company's sole mining operation in the United States at the time of its classification to asset held for sale, was considered to be a major geographical area of operation. Therefore, Wharf met the criteria for discontinued operation and its results have been presented as net earnings and cash flows from discontinued operation for the year ended December 31, 2015.

(e) Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations. If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisitions of Kaminak and Probe on July 19, 2016 and March 13, 2015, respectively, did not meet the criteria of a business combination and the transactions have been accounted for as acquisitions of assets (notes 7(a) and 7(c)).

(f) Determination of control of subsidiaries and joint arrangements

Judgement is required to determine when the Company has control of subsidiaries or joint control of joint arrangements. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the investee's returns, including operating and capital expenditure decision-making, financing of the investee, and the appointment, remuneration and termination of key management personnel; and when the decisions in relation to those activities are under the control of the Company or require unanimous consent from the investors. Judgement is also required when determining the classification of a joint arrangement as a joint venture or a joint operation through an evaluation of the rights and obligations arising from the arrangement. Changes to the Company's access to those rights and obligations may change the classification of that joint arrangement. Based on assessment of the relevant facts and circumstances, primarily, the requirement for unanimous agreement on management decisions relating to the development and operation of the arrangement, the Company concluded that NuevaUnión met the criteria to be classified as a joint venture (note 7(b)).

(g) Impairment and impairment reversal indicators

The Company considers both external and internal sources of information in assessing whether there are any indications that CGUs are impaired or reversal of impairment is needed. 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 are expected to affect the recoverable amount of CGUs. 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. The primary external factors considered are changes in spot and forecast metal prices, changes in laws and regulations and the Company's market capitalization relative to its net asset carrying amount. Primary internal factors considered are the Company's current mine performance against expectations, movements in reserve and resources, life of mine plans and exploration results as primary indicators.

Management concluded that there were no impairment or impairment reversal indicators as of December 31, 2016 other than for the Los Filos and Marlin mines (note 21). As at December 31, 2015, management concluded that market capitalization deficiency constituted an indicator of impairment for all CGUs.

(h) Income taxes

The Company’s operations involve dealing with uncertainties and judgements in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues based on its judgement of whether, and the extent to which, additional taxes will be due. The Company adjusts these

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reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

(i) Contingencies

Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur.  Such contingencies include, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses results from other events and developments.  The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events.

6. KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of consolidated financial statements requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the Company’s consolidated financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

(a) Impairment and reversal of impairment loss of mining interests and goodwill

In determining the recoverable amounts of the Company’s mining interests and goodwill, the Company makes estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions related to metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, future capital expenditures, discount rates and exchange rates.

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

Significant changes in metal price forecasts, estimated future costs of production, capital expenditures, the amount of recoverable reserves, resources, and exploration potential, and/or the impact of changes in current economic conditions may result in a write-down or reversal of impairment of the carrying amounts of the Company’s mining interests and/or goodwill.

During the year ended December 31, 2016, the Company recognized a net impairment reversal of $49 million (2015 – impairment expense of $4,906 million) in respect of the carrying amounts of certain mining interests (note 21). The $4,906 million of impairment expense recognized during the year ended December 31, 2015 included $479 million and $917 million of impairment charges for goodwill and investments in associates and joint venture, respectively.

At December 31, 2016, the carrying amounts of the Company’s mining interests and goodwill were $19,572 million and $nil, respectively (December 31, 2015 – $19,469 million and $nil, respectively) (notes 19and20).

(b) Heap leach ore inventories and mine operating costs

In determining mine operating costs recognized in the Consolidated Statements of Earnings (Loss), 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

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

future periods and carrying amounts of inventories. At December 31, 2016, the carrying amounts of heap leach ore inventories amounted to $12 million (December 31, 2015 – $260 million) (note 17), excluding heap leach ore inventories of $235 million classified to asset held for sale related to the Los Filos divestiture (note 8(a)).

(c) Inventory net realizable value

In determining the net realizable value of heap leach ore and stockpiled ore, the Company estimates future metal selling prices, production forecasts, realized grades and recoveries, timing of processing, and future costs to convert the inventories into saleable form. Reductions in metal price forecasts, increases in estimated future costs to convert, reductions in the amount of recoverable ounces, and a delay in timing of processing can result in a write down of the carrying amounts of the Company’s work-in-process, heap leach ore and stockpiled ore inventory. During the year ended December 31, 2016, the Company recorded a write down of $11 million, as a result of the carrying amount of certain inventory exceeding net realizable value (2015 – $206 million) (note 17). Of the $11 million (2015 – $206 million) of write down, $10 million and $1 million (2015 – $158 million and $48 million) was recorded as Production costs and Depreciation and depletion in the Consolidated Statements of Earnings (Loss), respectively.

(d) Depreciation and depletion

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

For plants and equipment not depleted based on recoverable ounces, they are depleted on a straight-line basis. Changes to estimates of the useful life and residual value may be impacted by the Company's mine plans and rate of usage on these equipment.

(e) Deferred stripping costs

In determining whether stripping costs incurred during the production phase of a mining property relate to reserves and resources that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the component of reserves and resources which have been made accessible. Changes in estimated strip ratios can result in a change to the future capitalization of stripping costs incurred. At December 31, 2016, the carrying amount of stripping costs capitalized and included in mining properties was $205 million (December 31, 2015 – $179 million).

(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 (note 14). 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) Estimated reclamation and closure costs

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates, assumptions of risks associated with the future cash outflows and assumptions of probabilities of alternative estimates of future cash outflows, and the applicable risk-free interest rates for discounting those future cash outflows. Significant judgements and estimates are required in forming assumptions of future activities, future cash outflows and the timing of those cash outflows. These assumptions are formed based on environmental and regulatory requirements and the Company’s environmental policies which may give rise to constructive obligations. The Company’s assumptions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate and changes in any of the above factors can result in a change to the provision recognized by the Company. At December 31, 2016, the Company’s total provision for reclamation and closure cost obligations was $622 million

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

(December 31, 2015 – $702 million). The undiscounted value of these obligations was $1,786 million (December 31, 2015 – $1,914 million) (note 26).

For the purpose of calculating the present value of the provision for reclamation and closure cost obligations, the Company discounts the estimated future cash outflows using the risk-free interest rate applicable to the future cash outflows, which is the appropriate US Treasury risk-free rate which reflects the reclamation lifecycle estimated for all sites, including operating and inactive and closed mines and development projects. For those sites with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.

For the year ended December 31, 2016, the Company applied a 20-year risk-free rate of 2.94% (2015 – 2.67%) to all sites with the exception of those sites with a reclamation lifecycle of greater than 100 years where a 5.0% (2015 – 5.0%) risk-free rate was applied, which resulted in a weighted average discount rate of 4.1% (2015 – 4.1%).

Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the related mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

(h) 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 (note 31).

7. ACQUISITION OF MINING INTERESTS

During the years ended December 31, 2016 and 2015, the Company acquired the following mining interests:

(a) Kaminak

On July 19, 2016, the Company completed the acquisition of 100% of the issued and outstanding common shares of Kaminak by way of a plan of arrangement (the "Arrangement") for total consideration of $406 million based on the closing price of the Company's common shares on the date of acquisition, including transaction costs of $6 million. Pursuant to the Arrangement, each common share of Kaminak was exchanged for 0.10896 of a common share of the Company. Kaminak's principal asset is the 100% owned Coffee project, a hydrothermal gold deposit located approximately 130 kilometres south of the City of Dawson, Yukon. Coffee is a high-grade, open pit, heap leach mining project.

The Company concluded that the acquired assets and assumed liabilities did not constitute a business and accordingly the transaction was accounted for as an asset acquisition. The purchase price was allocated to the assets acquired and liabilities assumed on a relative fair value basis with $386 million allocated to mining interests and the remaining $20 million allocated to deferred income tax asset ($9 million) and working capital items ($11 million). The assets acquired and liabilities assumed have been assigned to and included in the Other reportable operating segment.

(b) NuevaUnión (formerly Project Corridor)

(i)    Purchase of New Gold's 30% interest in El Morro

On November 24, 2015, the Company completed the acquisition of New Gold's 30% interest in the El Morro project in Chile, increasing the Company's interest in El Morro to 100%. The Company agreed to pay cash consideration of $79 million and entered into a 4% gold stream arrangement on future gold production from El Morro with New Gold. Under the terms of the gold stream agreement, New Gold will make ongoing payments of $400 per ounce of gold delivered under the contract, subject to a 1% per annum adjustment (compounded annually, commencing on the first anniversary of the agreement), once 217,000 ounces have been delivered.

During the year ended December 31, 2015, the Company recognized a $63 million liability in Other Non-current liabilities in the Company's Consolidated Balance Sheet in respect of the 4% gold stream payable. The fair value of the gold stream liability represented the discounted future cash flows of the gold stream arising from the difference between the estimated long-term future gold price and the contractually fixed price per ounce, multiplied by the expected number of ounces to be delivered to New Gold. On February 7, 2017, the Company entered into a binding agreement with New Gold pursuant to which it has agreed to purchase the 4% gold stream for cash consideration of $65 million. The transaction is expected to close in the first quarter of 2017.

GOLDCORP    |  95

First Quarter Report – 2016

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

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. As a result of the acquisition of New Gold's 30% interest in El Morro, a credit of $74 million was recognized directly in Deficit, representing the difference between the consideration of $142 million (comprising cash consideration of $79 million and the fair value of the 4% gold stream of $63 million) and the $216 million carrying value of New Gold's 30% non-controlling interest which was derecognized on November 24, 2015.

Concurrent with the acquisition of New Gold's 30% interest in El Morro, the Company settled a royalty obligation payable to New Gold and during the year ended December 31, 2015, recognized an $11 million expense (representing the fair value of the royalty at November 24, 2015) in Other expense in the Company's Consolidated Statement of Earnings (Loss).

(ii)    Formation of NuevaUnión

On November 24, 2015, and in conjunction with the acquisition of New Gold's 30% interest in El Morro, Goldcorp and Teck entered into a joint venture agreement to combine their respective 100% owned El Morro and Relincho deposits, located approximately 40 kilometres apart in the Huasco Province in Chile, into a single project (NuevaUnión) in exchange for a 50% interest in the NuevaUnión joint venture. The resultant joint arrangement has been classified as a joint venture (note 20). NuevaUnión is expected to provide a number of benefits to the El Morro and Relincho deposits, including reduced environmental footprint, lower cost and improved capital efficiency, an optimized mine plan and enhanced community benefits and community engagement. The Company recognized the acquisition cost of the Company's 50% interest in NuevaUnión as 50% of the total fair value of NuevaUnión at November 24, 2015.

Fair value of 50% interest in NuevaUnión	$	870
Carrying value of El Morro's net assets contributed to NuevaUnión:
Mining interests	1,501
Other assets	13
Accounts payable and accrued liabilities	(3		)
Deferred income taxes	(441		)
	1,070
Net loss on contribution to a joint venture (1)	$	(200	)

⁽¹⁾  The Company concluded that the formation of NuevaUnión resulted in a loss of control of a subsidiary. As a result, the $200 million difference between the $870 million fair value of the Company's 50% shareholdings in NuevaUnión and the $1,070 million carrying value of the El Morro assets on November 24, 2015 has been classified as impairment expense in the Company's Consolidated Statement of Earnings (Loss)(note 21).

(c) Probe

On March 13, 2015, the Company completed the acquisition of Probe pursuant to a plan of arrangement. Probe's principal asset is the 100% owned Borden project, located 160 kilometres west of the Company's Porcupine mine. The Borden project is expected to provide a new source of production for Porcupine thereby leveraging existing investments made in people, infrastructure and stakeholder partnerships. The total consideration of $343 million included $250 million of 13.3 million of Goldcorp common shares issued, $57 million of acquiring an interest in Probe prior to closing, $12 million of cash paid, $20 million of stock options and warrants issued and $4 million of transaction costs. The Company concluded that the acquired assets and assumed liabilities did not constitute a business and accordingly the acquisition was accounted for as an asset acquisition. The purchase price was allocated to the assets acquired and liabilities assumed on a relative fair value basis with $340 million allocated to mining interests and the remaining $3 million allocated to deferred income tax asset.

Immediately prior to the arrangement taking effect, Probe shareholders, including the Company, received an interest in a new publicly traded exploration company, Probe Metals Inc. ("Probe Metals"), to which Probe had transferred certain exploration assets as part of the arrangement. Probe Metals was capitalized with C$15 million ($12 million) in cash contributed by Goldcorp which has been included in the total consideration paid for the acquisition of Probe.

The assets acquired and liabilities assumed have been assigned to and included in the Porcupine reportable operating segment.

GOLDCORP    |  96

Third Quarter Report – 2016

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

8. DIVESTITURES

(a) Los Filos

On January 12, 2017, the Company announced that it entered into a share purchase agreement with Leagold Mining Corporation ("Leagold") to sell the Los Filos mine in Mexico for total consideration of approximately $438 million, consisting of $279 million of cash, $71 million of Leagold common shares and retention of certain tax receivables of $88 million. The transaction is expected to close in the first quarter of 2017. At December 31, 2016, the sale was considered highly probable; therefore, the assets and liabilities of Los Filos mine were classified as asset and liabilities held for sale and presented separately under current assets and current liabilities, respectively. Immediately prior to the classification to asset and liabilities as held for sale, the carrying amount of Los Filos was remeasured to its recoverable amount, being its FVLCD, based on the expected proceeds from the sale. As a result, the Company has recorded a reversal of impairment loss in relation to the Los Filos assets of $59 million based on the recoverable amount implied by the share purchase agreement.

The components of assets and liabilities held for sale relating to Los Filos are as follows:

	At December 31 2016
Assets
Current assets
Cash and cash equivalent	$	20
Inventories and heap leach ore	136
Sales and indirect taxes recoverable	90
Other	11
	257
Inventories and heap leach ore	124
Mining interests	167
Total assets held for sale	$	548
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	32
Income taxes payable	11
Other	9
	52
Deferred tax liabilities	14
Provisions	47
Other	5
Total liabilities relating to assets held for sale	$	118
Net assets held for sale	$	430

Los Filos is presented in the Other mines reportable operating segment (note 9).

(b) Tahoe

On June 30, 2015, the Company completed a secondary offering representing the Company's 25.9% interest in Tahoe Resources Inc. ("Tahoe") to a syndicate of underwriters for gross cash proceeds of C$998 million ($800 million) and recognized a gain on disposition of $299 million, net of transaction costs of $32 million ($266 million, net of tax). The Company's share of Tahoe's net earnings to date of disposition were included in the Company's consolidated results for the year ended December 31, 2015.

Prior to the completion of the secondary offering, the Company's interest in Tahoe was diluted to 25.9% on April 1, 2015 as a result of Tahoe’s acquisition of Rio Alto Mining Ltd for total consideration of $874 million, which included the issuance of 76 million common shares. The Company recorded a dilution gain of $99 million ($95 million, net of tax) in the Consolidated Statement of Earnings (Loss).

(c) Wharf

On February 20, 2015, the Company completed the sale of Wharf gold mine to Coeur Mining, Inc. for total consideration of $99 million in cash, including closing adjustments. The Company recognized a gain on disposition of $43 million, net of tax, calculated as follows:

GOLDCORP    |  97

Third Quarter Report – 2016

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

Cash proceeds, net of transaction costs of $1 million	$	98
Net assets sold and derecognized:
Inventories	19
Other current assets	3
Mining interests	52
Other non-current assets	2
Accounts payable and accrued liabilities	(5		)
Provisions	(34		)
Other non-current liabilities	(4		)
	33
Gain on disposition	65
Income tax expense on disposition	(22		)
Net gain on disposition	$	43

The results of Wharf have been presented as net earnings and cash flows from discontinued operation for the year ended December 31, 2015. The components of net earnings from discontinued operation included in these consolidated financial statements for the year endedDecember 31, 2015 relating to Wharf, which was disposed of on February 20, 2015 as follows:

	2015
Revenues	$	19
Production costs	(15		)
Earnings from mine operation	4
Other expenses	(1		)
Earnings from discontinued operation	3
Net gain on disposition of discontinued operation	43
Net earnings from discontinued operation	$	46
Net earnings per share from discontinued operation
Basic	$	0.05
Diluted	0.05

The net cash flows from Wharf have been included as part of net cash flows from discontinued operation for the year ended December 31, 2015 as follows:

	2015
Net cash provided by operating activities	$	7
Net cash provided by investing activities	97

9. SEGMENT INFORMATION

Operating results of operating segments are reviewed by the Company's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. The Company considers each individual mine site as operating segments for financial reporting purposes except as noted below.

Effective January 1, 2016, the Company's CODM reviews the results of its mines that have short mine lives and are headed for closure together as one operating segment. Accordingly, the Company grouped Los Filos (note 8(a)) and Marlin into one operating segment, Other mines. On the same basis, the Company presented its 37.5% interest in Alumbrera in the Other associate operating segment due to its short mine life. Effective July 1, 2016, NuevaUnión and the comparative results for the year endedDecember 31, 2015 of El Morro were presented in Other. The segment information for the year endedDecember 31, 2015 has been adjusted to reflect the Company's reportable operating segments for the year endedDecember 31, 2016.

The Company’s 100% interests in the Cochenour and Borden projects in Canada and the Camino Rojo project in Mexico are included in the Red Lake, Porcupine and Peñasquito reportable operating segments, respectively. The Company's 50% interest in the NuevaUnión project in Chile and 100% interest in the Coffee project in Canada are included in Other.

GOLDCORP    |  98

Third Quarter Report – 2016

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

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

Significant information relating to the Company’s reportable operating segments is summarized in the tables below:

Revenues ^(a)(b) Depreciation and depletion Earnings (loss) from operations, associates and joint venture ^(b)(c)(g) Expenditures on mining interests ^(d)

Years Ended December 31	2016			2015			2016			2015			2016			2015			2016			2015
Red Lake	$	388		$	427		$	123		$	123		$	64		$	(1,132	)	$	100		$	170
Porcupine	343			315			63			50			123			(1		)	62			97
Musselwhite	321			311			59			63			118			92			37			38
Éléonore	346			259			146			137			(43		)	(476		)	94			267
Peñasquito	1,044			1,646			243			391			99			(821		)	230			200
Cerro Negro	532			790			217			348			52			(23		)	97			247
Pueblo Viejo (e)	607			542			35			120			387			(429		)	40			41
Wharf (note 8(c))	—			19			—			—			—			3			—			1
Other mines (note 8(a))	536			627			147			355			14			(1,299		)	26			110
Other associate (e)	257			188			15			29			58			(146		)	1			18
Other (e)(f) (notes 7(a) and (b))	—			—			26			26			(229		)	(477		)	52			47
Attributable segment total	4,374			5,124			1,074			1,642			643			(4,709		)	739			1,236
Excluding attributable amounts from associates and joint venture (e)	(864		)	(730		)	(50		)	(149		)	(274		)	(151		)	(43		)	(57		)
Excluding discontinued operation (note 8(c))	—			(19		)	—			—			—			(3		)	—			(1		)
Consolidated total for continuing operations	$	3,510		$	4,375		$	1,024		$	1,493		$	369		$	(4,863	)	$	696		$	1,178

At December 31, 2016	Assets		Liabilities		Net Assets
Red Lake	$	2,526	$	342	$	2,184
Porcupine	1,028		260		768
Musselwhite	774		153		621
Éléonore	2,759		356		2,403
Peñasquito	8,011		3,033		4,978
Cerro Negro	3,536		738		2,798
Pueblo Viejo (e)	1,123		—		1,123
Other mines	611		245		366
Other (e)(f) (note 7(a))	1,129		2,955		(1,826		)
Total	$	21,497	$	8,082	$	13,415

GOLDCORP     |   99

Third Quarter Report – 2016

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

At December 31, 2015	Assets		Liabilities		Net Assets
Red Lake	$	2,538	$	371	$	2,167
Porcupine	969		295		674
Musselwhite	672		165		507
Éléonore	2,842		435		2,407
Peñasquito	7,918		2,988		4,930
Cerro Negro	3,694		994		2,700
Pueblo Viejo (e)	967		—		967
Other mines	734		232		502
Other (e)(f)	1,094		3,100		(2,006		)
Total	$	21,428	$	8,580	$	12,848

(a) The Company’s consolidated revenues from continuing operations (excluding attributable share of revenues from the Company's associates and joint venture) for the years ended December 31 were derived from the following:

	2016				2015
Gold	$	2,861	81	%	$	3,502	80	%
Silver	384		11	%	541		13	%
Zinc	200		6	%	230		5	%
Lead	62		2	%	100		2	%
Copper	3		—	%	2		—	%
	$	3,510	100	%	$	4,375	100	%

The following reportable operating segments (including the Company's associates and joint venture) supplemented their gold revenues with the sale of other metals. All other operating segments principally derived their revenues from gold sales.

Years Ended December 31		Peñasquito		Cerro Negro		Pueblo  Viejo		Other mines		Other associate
Gold	2016	$	552	$	477	$	582	$	437	$	119
	2015	$	1,007	$	674	$	523	$	512	$	82
Silver	2016	227		55		24		99		4
	2015	307		116		19		115		3
Zinc	2016	200		—		—		—		—
	2015	230		—		—		—		—
Lead	2016	62		—		—		—		—
	2015	100		—		—		—		—
Copper	2016	3		—		1		—		130
	2015	2		—		—		—		101
Molybdenum	2016	—		—		—		—		4
	2015	—		—		—		—		2
Total	2016	$	1,044	$	532	$	607	$	536	$	257
	2015	$	1,646	$	790	$	542	$	627	$	188

(b) Intersegment sales and transfers are eliminated in the above information reported to the Company’s CODM. For the year ended December 31, 2016, intersegment purchases included $582 million and $24 million, respectively, of gold and silver ounces purchased from Pueblo Viejo (2015 – $523 million and $19 million, respectively) and revenues related to the sale of these ounces to external third parties were $582 million and $24 million, respectively (2015 – $523 million and $19 million, respectively).

GOLDCORP    |  100

Third Quarter Report – 2016

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

(c) A reconciliation of attributable segment total earnings (loss) from operations, associates and joint venture to the Company's earnings (loss) from continuing operations before taxes per the Consolidated Statements of Earnings (Loss) is as follows:

	2016			2015
Attributable segment total earnings (loss) from operations, associates and joint venture	$	643		$	(4,709	)
Adjustment to account for Pueblo Viejo, NuevaUnión and Alumbrera on an equity method basis	(274		)	(151		)
Excluding earnings from discontinued operation	—			(3		)
Gain (loss) on derivatives, net (i)	3			(54		)
Gain on dilution of ownership interest in associate (i)	—			99
Gain on dispositions of mining interests, net of transaction costs(i)	—			315
Finance costs (i)	(137		)	(135		)
Other expenses, net (i)	(13		)	(50		)
Earnings (loss) from continuing operations before taxes	$	222		$	(4,688	)

⁽ⁱ⁾  Arose from corporate activities that would primarily be allocated to the Other segment except for $27 million of finance costs incurred during the year ended December 31, 2016, which would be allocated to the Peñasquito segment (2015 – $68 million to Cerro Negro segment). In addition, during the year ended December 31, 2016, the Company recognized a net foreign exchange loss of $68 million which would primarily be allocated to the Peñasquito and Cerro Negro segments (2015 – $52 million to Peñasquito, Cerro Negro and Other mines segments).

(d) Segmented expenditures on mining interests are presented on a cash basis. The amounts include deposits on mining interests and exclude reclamation expenditures and interest paid relating to capitalized borrowing costs.

(e) The attributable segment information relating to Pueblo Viejo, NuevaUnión and Alumbrera, as reviewed by the CODM, is based on the Company's proportionate share of profits and expenditures on mining interests. However, as required by IFRS, the Company's investments in Pueblo Viejo, NuevaUnión and Alumbrera are accounted for in these consolidated financial statements using the equity method (note 20). Alumbrera and NuevaUnión are presented in the Other associate operating segment and Other, respectively.

(f) Included in Other for the year ended December 31, 2016 were $22 million (2015 – $nil) in restructuring costs (note 11). Included in Other for the year ended December 31, 2015 was the Company's share of net earnings of Tahoe in the amount $8 million. The Company disposed of its 25.9% interest in Tahoe, which was accounted for using the equity method, on June 30, 2015 (note 8(b)).

Other assets include the Coffee and NuevaUnión projects, corporate assets, the Company's closed and inactive mines and certain exploration properties in Mexico. Other liabilities include the Company's $1.0 billion notes, $1.5 billion notes, asset retirement obligations at the Company's closed and inactive mines and certain income taxes payable.

(g) Earnings (loss) from operations, associates and joint venture includes $49 million of net impairment reversal recognized in respect of the Company's mining interests (2015 – impairment expense of $4,906 million) (note 21).

10. PRODUCTION COSTS

Years ended December 31	2016			2015
Raw materials and consumables	$	937		$	998
Salaries and employee benefits (a)	500			582
Contractors	408			486
Royalties (note 19(j))	69			93
Severance costs related to mine operation (b)	13			—
Write down of inventories to net realizable value (notes 17(b) and (d))	10			158
Revision of reclamation and closure cost provision	(17		)	(39		)
Change in inventories (note17(a))	(5		)	114
Other	151			188
	$	2,066		$	2,580

GOLDCORP    |  101

Third Quarter Report – 2016

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

(a) Salaries and employee benefits exclude $69 million of salaries and employee benefits included in corporate administration in the Consolidated Statements of Earnings (Loss) for the year endedDecember 31, 2016 (2015 – $79 million). Salaries and employee benefits also exclude $28 million (2015 – $nil) of costs related to severance costs incurred at mine sites which are presented separately as restructuring costs in the Consolidated Statements of Earnings (Loss)(note 11).

(b) Severance costs relate to the workforce reduction at Marlin as the mine is expected to cease operations near the end of the first quarter of 2017.

11. RESTRUCTURING COSTS

During the year endedDecember 31, 2016, the Company incurred $50 million (2015 – $nil) in restructuring costs, $4 million (2015 – $nil)of which related to the accelerated vesting of share based compensation. The restructuring costs relate primarily to severance costs associated with involuntary and voluntary workforce reduction initiatives to improve efficiencies at mine sites and corporate offices. During the year endedDecember 31, 2016, $34 million (2015 – $nil) of the amount was settled with the remainder of the amount expected to be paid in the next 12 months. At December 31, 2016, $16 million (December 31, 2015 – $nil) was included in accrued liabilities.

12. FINANCE COSTS

Years ended December 31	2016		2015
Interest expense	$	103	$	106
Finance fees	10		5
Accretion of reclamation and closure cost obligations (note 26(a))	24		24
	$	137	$	135

13. OTHER EXPENSES, NET

Years ended December 31	2016			2015
Foreign exchange loss	$	68		$	52
Finance income	(49		)	(39		)
(Gains) losses on sale of investments	(23		)	8
Other	17			29
	$	13		$	50

GOLDCORP    |   102

Third Quarter Report – 2016

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

14. INCOME TAXES

Years ended December 31	2016			2015
Current income tax expense	$	125		$	306
Deferred income tax recovery	(65		)	(791		)
Income tax expense (recovery)	$	60		$	(485	)

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

Years ended December 31	2016			2015
Earnings (loss) from continuing operations before taxes	$	222		$	(4,688	)
Canadian federal and provincial income tax rates	25%			25%
Income tax expense (recovery) based on Canadian federal and provincial income tax rates	56			(1,172		)
Increase (decrease) attributable to:
Impact of foreign exchange on deferred income tax assets and liabilities	189			501
Non-deductible expenditures	42			38
Planned realization on assets held for sale	29			—
Mexican mining royalty	22			26
Provincial mining taxes and resource allowance	16			14
Provincial mining taxes deduction	(3		)	(2		)
Impact of Mexican inflation on tax values	(14		)	(11		)
Non-taxable portion of net earnings from associates	(43		)	—
Changes in recognition of tax attributes	(47		)	146
Effects of different foreign statutory tax rates on earnings of subsidiaries	(58		)	(73		)
Other impacts of foreign exchange	(128		)	(88		)
Impact of elimination of Ontario resource tax credit (1)	—			(11		)
Non-taxable portion of gain on dilution of ownership in Tahoe and gain on disposition of Tahoe shares	—			(63		)
Impact of impairment on mining interests	—			96
Non-deductible impairment charges to goodwill	—			120
Other	(1		)	(6		)
	$	60		$	(485	)

⁽¹⁾  In the 2015 Ontario Budget, the Ontario resource tax credit was eliminated effective April 23, 2015. The resource allowance is no longer deductible and mining taxes are deductible. Certain transitional provisions allow a deduction for previously earned resource tax credits.

GOLDCORP    |  103

Third Quarter Report – 2016

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

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

	At December 31 2016			At December 31 2015
Deferred income tax assets (a)
Unused non-capital losses	$	359		$	297
Investment tax credits	86			79
Deductible temporary differences relating to:
Reclamation and closure cost obligations	147			194
Other	166			166
	758			736
Deferred income tax liabilities
Taxable temporary differences relating to:
Mining interests	(4,255		)	(4,301		)
Other	(112		)	(134		)
	(4,367		)	(4,435		)
Deferred income tax liabilities, net	$	(3,609	)	$	(3,699	)
Balance sheet presentation
Deferred income taxes assets	$	49		$	50
Deferred income taxes liabilities	(3,658		)	(3,749		)
Deferred income tax liabilities, net	$	(3,609	)	$	(3,699	)

The following table summarizes the amount of deferred tax assets resulted from taxable losses from operations and their related jurisdictions:

	At December 31 2016		At December 31 2015
Canada	$	129	$	96
Mexico	25		17
Argentina	199		179
Chile	5		5
Other	1		—
	$	359	$	297

(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. The Company is expected to recover $43 million (2015 – $46 million) of the total deferred tax assets recognized through future taxable earnings. Deferred tax assets that have not been recognized were as follows:

	At December 31 2016		At December 31 2015
Unused non-capital losses	$	78	$	121
Deductible temporary differences relating to:
Mining interests	17		52
Unrealized capital losses	63		79
Other	31		23
	$	189	$	275

GOLDCORP    |    104

Third Quarter Report – 2016

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

15. PER SHARE INFORMATION

(a) Net earnings (loss) per share

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

	2016		2015
Basic and diluted net earnings (loss) from continuing operations	$	162	$	(4,203	)
Basic and diluted net earnings (loss)	$	162	$	(4,157	)

The weighted average number of shares used in the calculation of net earnings (loss) per share from continuing operations and net earnings (loss) per share for the years endedDecember 31 were based on the following:

(in millions)	2016	2015
Basic weighted average number of shares outstanding	842	827
Effect of dilutive stock options and restricted share units	3	—
Diluted weighted average number of shares outstanding	845	827

The outstanding equity instruments that could potentially dilute basic earnings per share in the future, but were not included because they were anti-dilutive in the calculation of diluted net earnings (loss) per share from continuing operations and diluted net earnings (loss) per share for the years endedDecember 31 were as follows:

(in millions)	2016	2015
Stock options	11	15
Restricted share units	—	3
Total	11	18

(b) Dividends declared

On February 25, 2016, the Company announced a quarterly dividend of $0.02 per share, effective April 1, 2016, with the first payment in June 2016. During the year endedDecember 31, 2016, the Company declared dividends of $0.12 per share for total dividends of $102 million (2015 – $0.45 per share for dividends of $370 million).

On May 11, 2016, the Company announced that it implemented a Dividend Reinvestment Plan ("DRIP") which allows shareholders the opportunity to increase their investment in Goldcorp without additional transaction costs by receiving dividend payments in the form of common shares of the Company. The DRIP allows shareholders to reinvest their cash dividends into additional common shares issued from treasury at a 3% discount to the average market price calculated at the time of dividend payment. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. During the year ended December 31, 2016, the Company issued $5 million (2015 – $nil) in common shares under the DRIP.

16. SUPPLEMENTAL CASH FLOW INFORMATION

	At December 31 2016		At December 31 2015
Cash and cash equivalents are comprised of:
Cash	$	146	$	290
Short-term money market investments	11		36
	$	157	$	326

GOLDCORP    |  105

Third Quarter Report – 2016

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

Years ended December 31	2016			2015
Change in working capital
Accounts receivable	$	(28	)	$	120
Inventories	18			74
Sales and indirect taxes recoverable	(54		)	(145		)
Accounts payable and accrued liabilities	(128		)	(53		)
Income taxes receivable and payable	20			223
Other	46			(61		)
	$	(126	)	$	158

Years ended December 31	2016			2015
Operating activities include the following cash received (paid):
Interest received	$	76		$	38
Interest paid	(98		)	(97		)
Income taxes refunded	17			84
Income taxes paid	(134		)	(101		)
Investing activities of continuing operations include the following cash received:
Proceeds from dispositions of mining interests, net of transaction costs
Tahoe (note 8(b))	$	—		$	768
Other	—			20
	$	—		$	788
Net proceeds (purchases) of short term investments and available-for-sale securities
Purchases of short term investments	$	(49	)	$	(61	)
Proceeds from maturity of short term investments	63			56
Purchases of available-for-sale securities	(31		)	(22		)
Proceeds from sale of available-for-sale securities	54			1
	$	37		$	(26	)

17. INVENTORIES

	At December 31 2016			At December 31 2015
Supplies	$	230		$	281
Finished goods	76			90
Work-in-process	45			51
Stockpiled ore	35			42
Heap leach ore	12			260
	398			724
Less: non-current heap leach and stockpiled ore	(28		)	(255		)
	$	370		$	469

(a) The costs of inventories recognized as expense for the year ended December 31, 2016 amounted to $2,952 million (2015 – $3,893 million), $1,953 million (2015 – $2,426 million) and $999 million (2015 – $1,467 million) of which was included in production costs and depreciation and depletion on the Consolidated Statements of Earnings (Loss), respectively.

(b) During the year ended December 31, 2016, the Company recorded a write down of inventories of $3 million related to Peñasquito stockpiled ore (2015 – $192 million primarily related to Los Filos heap leach ore and Peñasquito stockpiled ore). Of the total write

GOLDCORP    |  106

Third Quarter Report – 2016

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

down, $2 million was recognized as production costs (2015 – $144 million) and $1 million (2015 – $48 million) were recognized as depreciation and depletion in the Consolidated Statements of Earnings (Loss).

(c) During the year ended December 31, 2016, the Company incurred excess current period costs of $3 million primarily related to Éléonore work-in-process inventory (2015 – $68 million primarily related to Éléonore and Marlin work-in-process inventory). Of the total costs incurred, $2 million (2015 – $37 million) was recognized as production costs and $1 million (2015 – $31 million) was recognized as depreciation and depletion in the Consolidated Statements of Earnings (Loss).

(d) The Company also recorded write down of materials and supplies inventory of $8 million at Marlin and Peñasquito for the year ended December 31, 2016 (2015 – $14 million at Peñasquito and Cerro Negro).

18.    OTHER CURRENT ASSETS

	At December 31 2016		At December 31 2015
Accrued interest receivable (note 20(a))	31		17
Prepaid expenses and other	28		49
	$	59	$	66

19. MINING INTERESTS – OWNED BY SUBSIDIARIES

	Mining properties
	Depletable			Non-depletable
	Reserves and resources			Reserves and resources			Exploration potential			Plant and equipment (f)(g)			Total
Cost
At January 1, 2016	$	11,964		$	4,346		$	7,991		$	6,733		$	31,034
Acquisition of mining interest (note 7(a))	—			386			—			—			386
Expenditures on mining interests (a)(b)(c)	335			96			—			243			674
Reclassifications to asset held for sale (note 8(a))	(509		)	—			(13		)	(191		)	(713		)
Transfers and other movements (d)	878			(158		)	(753		)	(28		)	(61		)
At December 31, 2016	12,668			4,670			7,225			6,757			31,320
Accumulated depreciation and depletion and impairment
At January 1, 2016	(5,608		)	(2,510		)	(2,263		)	(3,023		)	(13,404		)
Depreciation and depletion (e)	(599		)	—			—			(397		)	(996		)
Reclassifications to asset held for sale (note 8(a))	368			—			—			178			546
Impairment reversal (loss), net (note 21)	58			—			—			(6		)	52
Transfers and other movements (d)	1			—			—			46			47
At December 31, 2016	(5,780		)	(2,510		)	(2,263		)	(3,202		)	(13,755		)
Carrying amount – At December 31, 2016	$	6,888		$	2,160		$	4,962		$	3,555		$	17,565

GOLDCORP    |   107

Third Quarter Report – 2016

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

	Mining properties
	Depletable			Non-depletable
	Reserves and resources			Reserves and resources			Exploration potential			Plant and equipment (f)(g)			Total
Cost
At January 1, 2015	$	8,213		$	8,471		$	7,963		$	6,290		$	30,937
Acquisition of mining interest (note 7(c))	—			—			340			—			340
Formation of a joint venture (note 7(b))	—			(1,384		)	(112		)	(5		)	(1,501		)
Expenditures on mining interests (a)(b)(c)	488			226			5			504			1,223
Transfers and other movements (d)	3,263			(2,967		)	(205		)	(56		)	35
At December 31, 2015	11,964			4,346			7,991			6,733			31,034
Accumulated depreciation and depletion and impairment
At January 1, 2015	(3,437		)	(1,191		)	(1,773		)	(2,078		)	(8,479		)
Depreciation and depletion (e)	(1,005		)	—			—			(509		)	(1,514		)
Impairment charges (note 21)	(1,165		)	(1,319		)	(490		)	(536		)	(3,510		)
Transfers and other movements (d)	(1		)	—			—			100			99
At December 31, 2015	(5,608		)	(2,510		)	(2,263		)	(3,023		)	(13,404		)
Carrying amount – At December 31, 2015	$	6,356		$	1,836		$	5,728		$	3,710		$	17,630

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

	Mining properties
	Depletable		Non-depletable
	Reserves and resources		Reserves and resources		Exploration potential		Plant and equipment (f)(g)		At December 31 2016		At December 31 2015
Red Lake (a)	$	796	$	662	$	411	$	391	$	2,260	$	2,273
Porcupine (note 7(c))	387		142		222		121		872		898
Musselwhite (j)	228		11		61		177		477		503
Éléonore (a)(j)	1,615		85		—		943		2,643		2,714
Coffee (note 7(a)) (j)	—		398		—		1		399		—
Peñasquito (a)(j)	2,436		777		3,372		1,018		7,603		7,607
Cerro Negro (j)	1,407		61		896		802		3,166		3,287
Other mines (h)(j)	19		—		—		3		22		220
Corporate and other (a)(i)	—		24		—		99		123		128
	$	6,888	$	2,160	$	4,962	$	3,555	$	17,565	$	17,630

(a) Includes capitalized borrowing costs incurred during the years endedDecember 31 as follows:

	2016		2015
Cochenour	$	22	$	18
Éléonore	—		17
Camino Rojo	—		14
El Morro	—		21
Other	1		—
	$	23	$	70

GOLDCORP    |  108

Third Quarter Report – 2016

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

During the years endedDecember 31, 2016 and 2015, the Company's borrowings eligible for capitalization included its $1.0 billion notes, $1.5 billion notes, revolving credit facility, and certain financing arrangements held by Cerro Negro which are accounted for as general borrowings.

Capitalization of borrowing costs to the carrying amount of the Éléonore mining interest ceased following achievement of commercial production on April 1, 2015.

During the year ended December 31, 2015, the Company capitalized $21 million in borrowing costs to the carrying amount of the El Morro project. Capitalization of borrowing costs ceased on derecognition of the carrying amount of the El Morro project on November 24, 2015, as a result of the Company's contribution of El Morro to the NuevaUnión joint venture (note 7(b)).

A reconciliation of total eligible borrowing costs incurred to total borrowing costs included in finance costs in the Consolidated Statements of Earnings (Loss) is as follows:

	2016			2015
Total borrowing costs incurred	$	99		$	174
Less: amounts capitalized to mining interests	(23		)	(70		)
Total borrowing costs included in finance costs in the Consolidated Statements of Earnings (Loss)	$	76		$	104
Weighted average rate used in capitalization of borrowing costs during year	3.67		%	3.39		%

(b) Exploration, evaluation and project costs incurred by the Company during the years endedDecember 31 were as follows:

	2016			2015
Total exploration, evaluation and project expenditures	$	102		$	162
Less: amounts capitalized to mining interests	(68		)	(111		)
Total exploration, evaluation and project costs recognized in the Consolidated Statements of Earnings (Loss)	$	34		$	51

(c) Expenditures on mining interests include finance lease additions, capitalized borrowing costs (note 19(a)) and deposits on mining interests, are net of investment tax credits and exclude capitalized reclamation and closure costs.

The following is a reconciliation of capitalized expenditures on mining interests to expenditures on mining interests in the Consolidated Statements of Cash Flows:

	2016			2015
Capitalized expenditures on mining interests
Owned by subsidiaries and Investments in associates and joint venture	$	684		$	1,225
Interest paid	(25		)	(77		)
Decrease in accrued expenditures	37			30
Expenditures on mining interests per Consolidated Statements of Cash Flows	$	696		$	1,178

(d) Transfers and other movements primarily represent the conversion of reserves, resources and exploration potential within mining interests, capitalized reclamation and closure costs, capitalized depreciation, dispositions of mining interests and the reclassification of non-depletable to depletable mining properties following achievement of commercial production. Amounts capitalized associated with proven and probable reserves for Cerro Negro and Éléonore were reclassified from non-depletable to depletable mining properties on January 1, 2015 and April 1, 2015, respectively, following achievement of commercial production.

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Third Quarter Report – 2016

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

(e) A reconciliation of depreciation and depletion during the years endedDecember 31 to depreciation and depletion recognized in the Consolidated Statements of Earnings (Loss) is as follows:

	2016			2015
Total depreciation and depletion	$	996		$	1,514
Less: amounts capitalized to development projects	(11		)	(28		)
Changes in amounts allocated to ending inventories	39			7
Total depreciation and depletion recognized in the Consolidated Statements of Earnings (Loss)	$	1,024		$	1,493

(f) At December 31, 2016, assets not yet ready for intended use, and therefore not yet being depreciated, included in the carrying amount of plant and equipment amounted to $309 million (December 31, 2015 – $284 million).

(g) At December 31, 2016, finance leases included in the carrying amount of plant and equipment amounted to $299 million (December 31, 2015 – $334 million) (note 25).

(h) Other mines owned by subsidiaries at December 31, 2016 and December 31, 2015 include Los Filos and Marlin.

(i) Included in corporate and other at December 31, 2016 was $22 million (December 31, 2015 – $22 million) relating to Cerro Blanco.

(j) Certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter returns ("NSR"s), modified NSRs, net profits interest ("NPI"), net earnings, and/or gross revenues. Royalties are expensed at the time of sale of gold and other metals. For the year ended December 31, 2016, royalties included in production costs amounted to $69 million (2015 – $93 million) (note 10). At December 31, 2016, the significant royalty arrangements of the Company and its associates and joint venture were as follows:

Mining properties:
Musselwhite	1.25 – 5% of NPI
Éléonore	2.2 – 3.5% of NSR
Peñasquito	2% of NSR and 0.5% of gross income on sale of gold and silver
Cerro Negro	3% of modified NSR and 1% of net earnings
Alumbrera	3% of modified NSR plus 20 – 30% of net proceeds after capital recovery and changes in working capital
Pueblo Viejo	3.2% of NSR
NuevaUnión	1.5% – 2% modified NSR on portions of the property and 2% NPI
Coffee	2% of NSR
Other mines	0.5% of gross income on sale of gold and silver or 5% of NSR

GOLDCORP    |  110

Third Quarter Report – 2016

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

20. MINING INTERESTS – INVESTMENTS IN ASSOCIATES AND JOINT VENTURE

At December 31, 2016, the Company had a 40% interest in Pueblo Viejo, a 50% interest in NuevaUnión (note 7(b)) anda37.5% interest in Alumbrera. These investments are accounted for using the equity method and included in mining interests. The Company adjusts each associate and joint venture’s financial results, where appropriate, to give effect to uniform accounting policies.

The following table summarizes the change in the carrying amount of the Company's investments in associates and joint venture:

	Pueblo  Viejo (a)			NuevaUnión		Other (b)			Total
At January 1, 2016	$	967		$	872	$	—		$	1,839
Company’s share of net earnings of associates and joint venture	169			2		—			171
Capital investment	—			10		—			10
Return of capital investment	(24		)	—		—			(24		)
Other	11			—		—			11
At December 31, 2016	$	1,123		$	884	$	—		$	2,007
At January 1, 2015	$	1,624		$	—	$	463		$	2,087
Company’s share of net earnings (loss) of associates and joint venture	53			—		(54		)	(1		)
Gain on dilution of ownership interest in associate (note 8(b))	—			—		99			99
Acquisition through formation of a joint venture (note 7(b))	—			870		—			870
Disposition of investment in associate (note 8(b))	—			—		(469		)	(469		)
Capital investment	—			2		—			2
Return of capital investment	(112		)	—		—			(112		)
Impairment of investments in associates (d)	(610		)	—		(32		)	(642		)
Dividends received	—			—		(7		)	(7		)
Other	12			—		—			12
At December 31, 2015	$	967		$	872	$	—		$	1,839

GOLDCORP    |  111

Third Quarter Report – 2016

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

Summarized financial information for the Company's investments in associates and joint venture, on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition/formation and adjustments for differences in accounting policies, is as follows:

Year ended December 31, 2016	Pueblo Viejo			NuevaUnión		Other (b)			Total
Revenues	$	1,517		$	—	$	686		$	2,203
Production costs	(462		)	—		(492		)	(954		)
Depreciation and depletion	(88		)	—		(40		)	(128		)
Earnings from mine operations	967			—		154			1,121
Interest expense	(132		)	—		(25		)	(157		)
Other income (expense)	9			3		(16		)	(4		)
Income tax expense	(421		)	1		(8		)	(428		)
Net earnings of associates and joint venture	$	423		$	4	$	105		$	532
Company's equity share of net earnings of associates and joint venture	$	169		$	2	$	—		$	171
Year ended December 31, 2015
Revenues	$	1,356		$	—	$	720		$	2,076
Production costs	(605		)	—		(649		)	(1,254		)
Depreciation and depletion	(300		)	—		(110		)	(410		)
Earnings (loss) from mine operations	451					(39		)	412
Interest income	—			—		1			1
Interest expense	(140		)	—		(36		)	(176		)
Other income (expense)	14			—		(47		)	(33		)
Income tax expense	(193		)	—		(23		)	(216		)
Net earnings (loss) of associates and joint venture	$	132		$	—	$	(144	)	$	(12	)
Company's share of net earnings (loss) of associates	$	53		$	—	$	(54	)	$	(1	)
Impairment of investments in associates (d)	(610		)	—		(32		)	(642		)
Company’s equity share of net loss of associates and joint venture	$	(557	)	$	—	$	(86	)	$	(643	)

GOLDCORP    |   112

Third Quarter Report – 2016

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

At December 31, 2016	Pueblo  Viejo(a)			NuevaUnión
Current assets	$	833		$	10
Non-current assets	3,902			2,205
	4,735			2,215
Current liabilities	668			6
Non-current liabilities	1,258			441
	1,926			447
Net assets	2,809			1,768
Company’s equity share of net assets of associates and joint venture	$	1,123		$	884
At December 31, 2015
Current assets	$	705		$	30
Non-current assets	6,331			2,157
	7,036			2,187
Current liabilities	500			3
Non-current liabilities	2,593			441
	3,093			444
Net assets	3,943			1,743
Company’s equity share of net assets of associates	1,577			872
Impairment of investment in associate (d)	(610		)	—
Company's equity share of net assets of associates and joint venture	$	967		$	872

The equity share of cash flows of the Company's investments in associates and joint venture are as follows:

Year ended December 31, 2016	Pueblo  Viejo(a)			NuevaUnión			Other (b)			Total
Netcash provided by operating activities	$	258		$	1		$	63		$	322
Net cash used in investing activities	(35		)	(12		)	(1		)	(48		)
Net cash (used in) provided by financing activities	(125		)	10			(51		)	(166		)
Year ended December 31, 2015
Net cash provided by (used in) operating activities	$	273		$	—		$	(42	)	$	231
Net cash used in investing activities	(51		)	—			(8		)	(59		)
Net cash (used in) provided by financing activities	(196		)	2			43			(151		)

(a) In June 2009, the Company entered into a $400 million shareholder loan agreement with Pueblo Viejo with a term of fifteen years. In April 2012, additional funding of $300 million was issued to Pueblo Viejo with a term of twelve years. Both loans bear interest at 95% of LIBOR plus 2.95% payable semi-annually in arrears on February 28 and August 31 of each year. At December 31, 2016, the carrying amount of the Company's share of shareholder loans to Pueblo Viejo was $537 million (December 31, 2015 – $549 million), which is included in the Company's investments in associates and is being accreted to the face value over the term of the loans. Included in other current assets of the Company was a total of $31 million (December 31, 2015 – other current and non-current asset $75 million) in interest receivable relating to the shareholder loan.

(b) The Company's investments in other associates are comprised of its interests in Alumbrera and Tahoe, which was disposed of on June 30, 2015 (note 8(b)). The earnings (loss) of Other associates was comprised of the results of Tahoe to its disposition date of June 30, 2015.

At December 31, 2015, the Company recognized an impairment on its investment in Alumbrera and the carrying amount of its interest was reduced to zero. Effective January 1, 2016, the Company has discontinued recognizing its share of earnings of Alumbrera. Additional losses in the future will be provided to the extent the Company has incurred legal or constructive obligations or made payments on behalf of Alumbrera. Any future earnings of Alumbrera will be recognized by the Company only after the Company's share of future earnings equals its share of losses not recognized.

GOLDCORP    |  113

Third Quarter Report – 2016

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

(c) At December 31, 2016, NuevaUnión held $3 million (December 31, 2015 – $3 million) of cash and cash equivalents, $4 million (December 31, 2015 – $3 million) of total current financial liabilities and $nil million (December 31, 2015 – $nil) of total non-current financial liabilities which have been included in the total of current assets, current liabilities and non-current liabilities, respectively. At December 31, 2016, NuevaUnión's capital and operating commitments amounted to $39 million (December 31, 2015 – $2 million).

(d) At December 31, 2015, the Company recognized impairment expense of $107 million and $610 million in respect of its investment in Alumbrera and Pueblo Viejo, respectively,which the Company has included in impairment of mining interest and goodwill in the Consolidated Statements of Earnings (Loss) (note 21). Included in the $107 million impairment expense for Alumbrera was a provision for $75 million in respect of the Company's obligation to fund its 37.5% share of Alumbrera's reclamation costs. At December 31, 2016, the provision was $75 million.

21 . IMPAIRMENT AND REVERSAL OF IMPAIRMENT

During the year ended December 31, 2016, the Company recorded an impairment reversal of $59 million related to Los Filos, $55 million of which was allocated to depletable mining interest with the remaining $4 million allocated to property, plant and equipment. The recoverable amount of Los Filos, being its FVLCD, was $430 million based on the expected proceeds from the sale (note 8(a)). The Company also recorded an impairment expense of $10 million related to certain land at Marlin. At December 31, 2016, the land had a recoverable amount of $nil, being its FVLCD, due to the mine's near-closure status. Los Filos and Marlin mine are both included in the Other mines reportable operating segment.There were no other indications that the Company's CGUs may be impaired or that an impairment reversal was required.

For the year ended December 31, 2015, the Company's impairment expense in respect of the following CGUs were as follows:

	Mining properties
	Depletable		Non-depletable
2015	Reserves and resources		Reserves and resources		Exploration potential		Plant and equipment		Investments in associates and joint venture		Goodwill		Total
Red Lake	$	—	$	705	$	39	$	64	$	—	$	405	$	1,213
Porcupine	53		7		47		16		—		—		123
Éléonore	176		82		—		140		—		—		398
Peñasquito	231		457		383		110		—		—		1,181
Los Filos	542		—		—		136		—		74		752
Marlin	163		43		21		66		—		—		293
Alumbrera	—		—		—		—		107		—		107
El Morro (note 7(b))	—		—		—		—		200		—		200
Pueblo Viejo	—		—		—		—		610		—		610
Other	—		25		—		4		—		—		29
Total impairment expense	$	1,165	$	1,319	$	490	$	536	$	917	$	479	$	4,906

GOLDCORP    |  114

Third Quarter Report – 2016

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

Impairment testing

The recoverable amounts of the Company’s CGUs are based on their future after-tax cashflows expected to be derived from the Company’s mining properties and represent each CGU’s FVLCD. The projected cash flows used in impairment testing are significantly affected by changes in assumptions for metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production costs estimates, future capital expenditures, discount rates, inflation and exchange rates. The Company's impairment testing incorporated the following key assumptions:

(a)Weighted average cost of capital

During the year ended December 31, 2015, projected cash flows were discounted using an after-tax discount rate of 5% which represented the Company’s weighted average cost of capital and which included estimates for risk-free interest rates, market value of the Company’s equity, market return on equity, share volatility and debt-to-equity financing ratio.

Pricing assumptions

Metal pricing included in the cash flow projections beyond five years is based on historical volatility and consensus analyst pricing. The metal prices assumptions used in the Company's impairment assessments in 2015 were as follows:

	At December 31, 2015
Metal price assumptions	2016		2017		2018 and Long-term
Gold (per ounce)	$	1,100	$	1,100	$	1,100
Silver (per ounce)	15.00		15.00		16.50
Copper (per pound)	2.53		2.61		2.75
Zinc (per pound)	0.80		0.95		0.95
Lead (per pound)	0.80		0.85		0.90

(b)Additional CGU-specific assumptions affecting the recoverable amount assessment

(i) Additional CGU-specific assumptions used in determining the recoverable amounts of the CGUs that resulted in impairment expense during the year ended December 31, 2015 were as follows:

Red Lake

Included in the Red Lake CGU is the Cochenour deposit due to the proximity of the ore body to Red Lake Gold mines and the potential to share infrastructure when the project is in production. During 2015 Cochenour focused on drilling and development which increased data density and improved understanding of projections of mineralization. Initial development in 2015 has shown deviations of the geology and structures from our initial interpretation. Intersected gold grades remain consistent with expectations, however recent drill data and newly discovered mineralized zones indicated a change in orientation of a portion of the veins compared to the Company's existing model. Results from exploration drilling in 2015 were used in the fourth quarter to update the deposit model which resulted in a 37% decrease in inferred resources to 2.19 million gold ounces, reflecting the re-interpretation of the geology for the complexities and orientation changes noted above as well as application of a higher cut-off grade to account for more selective mining methods. Based on an assessment performed as at December 31, 2015, the Company concluded that the amount of recoverable resources and exploration potential at Cochenour had declined, resulting in a reduction of the estimated recoverable amount. The Company recorded impairment expense of $1,213 million ($1,050 million, after tax) in respect of its mining interest and goodwill in the Red Lake CGU at December 31, 2015.

Porcupine

During the fourth quarter of 2015, in response to current market conditions and operational challenges associated with an aging infrastructure, a decision was made to close the Dome underground mine around mid-2016 and the administration and infrastructure at Porcupine were rationalized. With the closure of Dome, mill feed will be sourced from Hollinger open pit, Hoyle Pond underground and low grade stockpiles that were expected to be depleted by the second quarter of 2016. These changes along with a reduction in the long-term gold price assumption were incorporated into a new Porcupine life of mine plan. As a result, the Company recorded impairment expense of $123 million ($100 million, after tax) against the carrying amount of the Porcupine CGU at December 31, 2015.

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

Éléonore

Initial production stopes in 2015 encountered folding and faulting which resulted in higher dilution and lower than expected mined grades. Stope design was adjusted to address these impacts and the updated reserve model and new life of mine plan includes the impact of this folding and faulting. These changes to the life of mine plan and the change in the long-term gold price assumption in the fourth quarter of 2015 resulted in the Company's recording impairment expense of $398 million ($250 million, after tax) against the carrying value of Éléonore at December 31, 2015.

Peñasquito

Included in the Peñasquito CGU was the Camino Rojo deposit due to the proximity of the ore body to Peñasquito and the potential to share infrastructure related to the processing of sulphide ore from Camino Rojo. In the fourth quarter of 2015, Peñasquito re-optimized its life of mine plan to incorporate block model reconciliation updates. The positive economic impact from the updated life of mine plan was insufficient to offset the impacts of the reduction in long-term metal pricing and foreign exchange assumptions resulting in the Company recording impairment expense of $771 million ($500 million, after tax) against the carrying value of the Peñasquito mine at December 31, 2015.

As a result of metallurgical testing and a geotechnical drilling program completed in the fourth quarter of 2015, the Company determined that the amount of recoverable resources and exploration potential at Camino Rojo had declined resulting in a reduction of the estimated recoverable amount. The Company recorded an impairment expense of $410 million ($265 million, after tax) against the carrying value of non-depletable resources and exploration potential attributable to Camino Rojo at December 31, 2015.

Los Filos

During 2015, Los Filos commenced a study to perform a detailed assessment of its operating options, including the update of the block model with additional drill data. The study was completed in the fourth quarter of 2015 and the findings were incorporated into an updated Los Filos life of mine plan. As a result of these findings and the change in long-term metal price assumptions, recoverable ounces and the associated future after-tax cash flows decreased which resulted in the Company recording impairment expense of $752 million ($565 million, after tax) in respect of mining interest and goodwill at Los Filos at December 31, 2015.

Marlin

With the conclusion of an intensive exploration program in the fourth quarter of 2015, the Company concluded that there was insufficient drilling success to support the extension of mine life beyond the current estimate of one year. In order to maintain flexibility in the Marlin mine plan, activities to support the exploration of targets with the potential for near term conversion to mineable reserves were continued. A change in the long-term metal price assumptions, shortened mine life, reduced value of exploration potential and the previously disclosed reduction in mining royalty from 10% to 5% were incorporated into an updated Marlin life of mine plan in the fourth quarter of 2015 which resulted in the Company recording impairment expense of $293 million ($220 million, after tax) against the carrying value of Marlin at December 31, 2015.

Alumbrera

Based on a revised life of mine plan provided to the Company by Alumbrera's operators (Glencore), the Company recorded impairment expense of $107 million ($107 million, after tax) related to its investment in Alumbrera at December 31, 2015. Included in the impairment expense was a $75 million provision related to the Company's obligation to fully fund its 37.5% share of Alumbrera's expected reclamation costs.

NuevaUnión

On November 24, 2015, and in conjunction with the acquisition of New Gold's 30% interest in El Morro, Goldcorp and Teck entered into an agreement to combine their respective El Morro and Relincho deposits into a new joint venture, NuevaUnión. Due to the worsening commodity price environment, the Company re-assessed its long-term metal price assumptions as at the date of the transaction with Teck. The Company also considered the value of El Morro implied by the New Gold transaction in assessing El Morro’s recoverable amount. As a result, the Company recorded an impairment expense of $200 million ($200 million, after tax) on the formation of NuevaUnión.

Pueblo Viejo

Based on an updated life of mine plan provided to the Company by Pueblo Viejo’s operator (Barrick) in the fourth quarter of 2015 and the lower long-term metal price assumptions, the Company recorded impairment expense of $610 million ($610 million, after tax) related to its investment in Pueblo Viejo at December 31, 2015. Despite improvements to the life of mine plan, the future

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

after tax cash flows generated (after reducing the net cash flow for the Company’s share of internal and external debt), were insufficient to offset the impact of the reduction in long-term metal prices.

22. INVESTMENTS IN SECURITIES

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, otherwise, they are classified as marketable securities and included in other current assets. At December 31, 2016 and 2015, all of the Company's equity securities were classified as non-current assets.

23. OTHER NON-CURRENT ASSETS

	At December 31 2016		At December 31 2015
Sales/indirect taxes recoverable (a)	$	140	$	198
Deposits on mining interest expenditures	9		4
Non-current derivative asset	7		—
Accrued interest receivable (note 20(a))	—		58
Other	10		12
	$	166	$	272

(a) Non-current sales/indirect taxes recoverable primarily comprised of $96 million of value added tax receivable at Cerro Negro (December 31, 2015 – $154 million) and $35 million of exploration tax credits and mining duties at Éléonore (December 31, 2015 – $40 million) which are not expected to be received within the next twelve months.

24. DEBT

	At December 31 2016		At December 31 2015
$1.0 billion Notes (a)
3.625% 7-year notes due June 2021 ($550 million)	$	547	$	546
5.45% 30-year notes due June 2044 ($450 million)	444		443
	991		989
$1.5 billion Notes (b)
2.125% 5-year notes due March 2018 ($500 million)	498		497
3.70% 10-year notes due March 2023 ($1 billion)	991		990
	1,489		1,487
180 million Argentine pesos loan (c)	—		6
$180 million Argentine loan (c)	—		180
243 million Argentine peso loan (c)	—		26
$3.0 billion credit facility (d)	30		—
	2,510		2,688
Less: current portion of debt (c)	—		(212		)
	$	2,510	$	2,476

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

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

(b) The Company issued the $1.5 billion Notes, consisting of $500 million in 5-year notes ("5-year Notes") and $1.0 billion in 10-year notes ("10-year Notes"). The Company received total proceeds of $1.48 billion, net of transaction costs. The $1.5 billion Notes are unsecured and interest is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013. The $1.5 billion Notes are callable at anytime by the Company prior to maturity, subject to make-whole provisions. The 5-year Notes and the 10-year Notes are accreted to face value over their respective terms using annual effective interest rates of 2.37% and 3.84%, respectively.

(c) During the year ended December 31, 2016, the Company repaid in full a number of loans that were entered through Oroplata S.A. with third parties in Argentina. These loans included two 3-year Argentine peso loans totaling 180 million Argentine pesos ($30 million) which bore interest at 15.25% per annum (2015 repayment – $11 million), a $180 million 1-year loan (2015 repayment – $nil) and a 243 million Argentine peso ($25 million) 1-year loan which bore floating interest rate on the facility calculated as 9% fixed rate plus 50% of the devaluation of the Argentine peso to US dollar (2015 repayment – $nil).

(d) On June 11, 2015, the Company increased its committed and unsecured revolving credit facility from $2.0 billion to $3.0 billion and extended the term to June 10, 2020, under existing terms and conditions. The credit facility bears interest rate of LIBOR plus 1.2%. During the year endedDecember 31, 2016, the average interest rate paid by the Company on the loan was 2.4% (2015 – 1.6%). The credit facility was extended by an additional year on June 22, 2016 to June 22, 2021 and bears interest at LIBOR plus 150 basis points based on the Company's current credit rating.

During the year ended December 31, 2015, the Company repaid several loans in full which included a 425 million Argentine peso ($50 million, net of transaction costs) loan with a third party in Argentina, a 1.6 billion Argentine peso ($185 million, net of transaction costs) loan with third parties in Argentina and 220 million Argentine pesos ($24 million) previously drawn against a 1-year 469 million Argentine pesos ($100 million) credit facility.

25. FINANCE LEASE OBLIGATIONS

	At December 31 2016			At December 31 2015
Total minimum lease payments	$	552		$	596
Effect of discounting	(300		)	(324		)
Present value of minimum lease payments	252			272
Less: current portion included in accounts payable and accrued liabilities	(5		)	(5		)
	$	247		$	267
Minimum payments under finance leases
Within 1 year	$	30		$	30
2 to 3 years	59			59
4 to 5 years	59			59
Over 5 years	404			448
	$	552		$	596

In 2011, the Company entered into an agreement with a third party for the construction of a power plant to deliver electricity to the Peñasquito mine for a period of twenty years, with an option to renew for three additional five year periods. The power plant commenced the supply of power in July 2015 and the agreement for the future purchase of electricity met the criteria of a finance lease at that date. In July 2015, Peñasquito recognized $248 million as a finance lease asset, which was included as a non-cash addition to mining interests, and a corresponding amount as a finance lease obligation.

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Third Quarter Report – 2016

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

26. NON-CURRENT PROVISIONS

	At December 31 2016			At December 31 2015
Reclamation and closure cost obligations (a)	$	622		$	702
Less: current portion included in other current liabilities	(67		)	(39		)
	555			663
Other (b)	106			112
	$	661		$	775

(a) The Company incurs reclamation and closure cost obligations relating to its operating, inactive and closed mines and development projects. At December 31, 2016, the present value of obligations relating to operating, inactive and closed mines and development projects was estimated at $350 million, $267 million and $5 million, respectively (December 31, 2015 – $460 million, $230 million and $12 million, respectively) reflecting anticipated cash flows to be incurred over approximately the next 100 years, with the majority estimated to be incurred within the next 20 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, 2016 was $622 million (December 31, 2015 – $702 million) and was calculated using an effective weighted discount rate of 4.1% (2015– 4.1%). The undiscounted value of these obligations was $1,786 million (December 31, 2015 – $1,914 million), calculated using an effective weighted inflation rate assumption of 2.74% (2015 – 3%).

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

	2016			2015
Reclamation and closure cost obligations – beginning of year	$	702		$	695
Reclamation expenditures	(28		)	(57		)
Accretion expense, included in finance costs (note 12)	24			24
Revisions in estimates and obligations incurred	(21		)	40
Reclassification of reclamation and closure cost obligations to net assets held for sale (note 8(a))	(55		)	—
Reclamation and closure cost obligations – end of year	$	622		$	702

(b) At December 31, 2016, other non-current provision primarily included $75 million (2015 – $75 million) related to the Company's obligation to fund its 37.5% share of Alumbrera's estimated reclamation costs. During the year ended December 31, 2015, the provision was recognized in impairment of mining interests and goodwill in the Consolidated Statements of Earnings (Loss) (note 21(b)(i)).

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Third Quarter Report – 2016

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

27. FINANCIAL INSTRUMENTS

(a) Financial assets and liabilities by categories

At December 31, 2016	Loans and receivables		Available-for-sale		Fair value through profit or loss			Held to maturity/other financial liabilities			Total
Financial assets
Cash and cash equivalents	$	—	$	—	$	157		$	—		$	157
Short term investments	43		—		—			—			43
Accounts receivable arising from sales of metal concentrates	—		—		77			—			77
Investments in securities	—		114		—			—			114
Derivative assets not designated as hedging instruments	—		—		7			—			7
Other current and non-current financial assets	39		—		—			—			39
Total financial assets	$	82	$	114	$	241		$	—		$	437
Financial liabilities
Debt	$	—	$	—	$	—		$	(2,510	)	$	(2,510	)
Accounts payable and accrued liabilities	—		—		—			(478		)	(478		)
Derivative liabilities designated as hedging instruments	—		—		(22		)	—			(22		)
Other current and non-current financial liabilities	—		—		—			(259		)	(259		)
Total financial liabilities	$	—	$	—	$	(22	)	$	(3,247	)	$	(3,269	)

At December 31, 2015
Financial assets
Cash and cash equivalents	$	—	$	—	$	326		$	—		$	326
Short term investments	57		—		—			—			57
Accounts receivable arising from sales of metal concentrates	—		—		49			—			49
Investments in securities	—		51		—			—			51
Derivative assets not designated as hedging instruments	—		—		1			—			1
Other current and non-current financial assets	81		—		—			—			81
Total financial assets	$	138	$	51	$	376		$	—		$	565
Financial liabilities
Debt	$	—	$	—	$	—		$	(2,688	)	$	(2,688	)
Accounts payable and accrued liabilities	—		—		—			(680		)	(680		)
Derivative liabilities not designated as hedging instruments	—		—		(4		)	—			(4		)
Other current and non-current financial liabilities	—		—		—			(280		)	(280		)
Total financial liabilities	$	—	$	—	$	(4	)	$	(3,648	)	$	(3,652	)

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Third Quarter Report – 2016

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

(b) Derivatives instruments ("Derivatives")

(i)    Derivatives designated as cash flow hedges

As part of Goldcorp's Financial Risk Management Policy, unless otherwise approved by the Board of Directors, the Company can elect to hedge up to a maximum of 50% of forecasted operating, exploration, general administrative and sustaining capital ("sustaining") expenditures over any 12 months, up to 30% of our expenditures over any 13 to 24 months and up to 10% of the Company's expenditures over any 25 to 36 months. In addition, during the year ended December 31, 2016, the Company’s Board of Directors authorized the Company to hedge up to 50% of Mexican peso denominated forecasted expenditures in 2016 through 2018 for an expansionary capital project, the Pyrite Leach project (“PLP”), at Peñasquito.  During the year ended December 31, 2016, the Company designated Mexican peso currency contracts as cash flow hedges on anticipated Mexican peso denominated PLP and sustaining expenditures for Peñasquito.  The following table summarizes the terms of the foreign currency contracts that were designated as cash flow hedges:

(in millions of Mexican pesos)	At December 31, 2016			At December 31, 2015
	Within 1 year	2 years	Total	Total
Notional amount	4,379	2,245	6,624	—

The net loss on derivatives designated as cash flow hedges for the year ended December 31, 2016 recorded in OCI was $15 million (net of tax recovery of $7 million) (2015 – $nil), which represented the effective portion of the change in fair value of the hedges.

(ii) Derivatives not designated as hedging instrument

The net gain (loss) on derivatives not designated as hedging instrument for the years ended December 31 were comprised of the following:

	2016			2015
Realized losses
Foreign currency, heating oil, lead, and zinc contracts	$	(6	)	$	(83	)
Unrealized gains
Foreign currency, heating oil, lead, and zinc contracts	—			29
Other	9			—
	9			29
	$	3		$	(54	)

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

The Company’s investments in securities (note 22) are designated as available-for-sale. The unrealized gains (losses) on available-for-sale investments recognized in OCI for the years ended December 31 were as follows:

	2016			2015
Mark-to-market gains (losses) on available-for-sale securities	$	86		$	(6	)
Deferred income tax expense in OCI	(11		)	—
Unrealized gains (losses) on available-for-sale securities, net of tax	75			(6		)
Reclassification adjustment for impairment losses included in net loss, net tax recovery of $nil (2015 – $1 million)	—			9
Reclassification adjustment for realized gains on disposition of available-for-sale securities recognized in net earnings (loss), net of tax of $11 million (2015 – $nil)	(12		)	(1		)
Reclassification of Probe mark-to-market gains on acquisition	—			(3		)
	$	63		$	(1	)

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Third Quarter Report – 2016

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

(d)    Fair value information

(i) Fair value measurements of financial assets and liabilities measured at fair value

The categories of the fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

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

	At December 31, 2016					At December 31, 2015
	Level 1		Level 2			Level 1		Level 2
Cash and cash equivalents	$	157	$	—		$	326	$	—
Accounts receivable arising from sales of metal concentrates	—		77			—		49
Investments in securities	114		—			43		8
Derivative assets not designated as cash flow hedges	—		7			—		1
Derivative liabilities designated as cash flow hedges	—		(22		)	—		—
Derivative liabilities not designated as cash flow hedges	—		—			—		(4		)

At December 31, 2016 and 2015, there were no financial assets and liabilities measured and recognized at fair value on a non-recurring basis.

The Company’s policy for determining when a transfer occurs between levels in the fair value hierarchy is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. There were no transfers between Level 1 and Level 2 during the years ended December 31, 2016 and 2015.

At December 31, 2016 and 2015, there were no financial assets or liabilities measured and recognized on the Consolidated Balance Sheets at fair value that would be categorized as Level 3 in the fair value hierarchy. During the years ended December 31, 2016 and 2015, certain mining interests and goodwill related to certain CGUs, including Los Filos (note 8(a)) and NuevaUnión (note 7(b)), were assessed as impaired and written down to their recoverable amounts, being their FVLCD. Valuation techniques and inputs used in the calculation of these fair value based amounts are categorized as Level 3 in the fair value hierarchy (note 21).

(ii) Valuation methodologies used in the measurement of fair value 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 final selling price adjusted at the end of the quotational period. At the end of each reporting period, the Company’s accounts receivable relating to these contracts are marked-to-market based on quoted forward prices for which there exists an active commodity market.

Derivative assets and liabilities:

At December 31, 2016, the Company's derivative assets and liabilities were comprised of investments in warrants and foreign currency forward contracts, respectively. The fair values of the warrants are calculated using an option pricing model which utilizes a combination of quoted prices and market-derived inputs, including volatility estimates and option adjusted credit spreads and foreign currency forward contracts are valued using a combination of quoted prices and market-derived inputs.

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Third Quarter Report – 2016

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

(iii) Fair values of financial assets and liabilities not already measured at fair value

At December 31, 2016, the fair values of the Company's notes, as compared to the carrying amounts, were as follows:

	Level	Input	Carrying amount (1)		Fair value
$1.0 billion notes (note 24)	1	Closing price	$	993	$	1,006
$1.5 billion notes (note 24)	1	Closing price	$	1,503	$	1,496

⁽¹⁾  Includes accrued interest payable.

At December 31, 2016, the carrying amounts of the Company's short term investments, other current financial assets, accounts payable and accrued liabilities and other current financial liabilities were considered to be reasonable approximations of their fair values due to the short-term nature of these instruments.

(e) Financial instruments and related risks

The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk in accordance with its Financial Risk Management Policy. The Company’s Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Financial 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 were 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, short term investments, derivative assets, other receivables and accrued interest receivable. 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, 2016 is considered to be negligible. The Company invests its cash and cash equivalents and short term 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 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 2016		At December 31 2015
Cash and cash equivalents	$	157	$	326
Short term investments	43		57
Accounts receivable arising from sales of metal concentrates	77		49
Other current and non-current financial assets	8		12
Current and non-current derivative asset	7		1
Accrued interest receivable (notes 18 and 23)	31		75
	$	323	$	520

(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

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

normal operating requirements on an ongoing basis, its expansionary plans and its dividend distributions. 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.

During the year endedDecember 31, 2016, the Company generated operating cash flows from continuing operations, one of the Company's main sources of liquidity, of $799 million (2015 – $1,423 million). At December 31, 2016, Goldcorp held cash and cash equivalents of $157 million (December 31, 2015 – $326 million), short term investments of $43 million (December 31, 2015 – $57 million), and had working capital of $791 million (December 31, 2015 – $282 million), which the Company defines as current assets less current liabilities, $430 million of which was comprised of the Company's net assets held for sale (note 8(a)) (December 31, 2015 – $nil).

On June 22, 2016, the Company extended the term of its $3.0 billion revolving credit facility to June 22, 2021. During the year ended December 31, 2016, the Company utilized its revolving credit facility and up to $400 million was drawn against the facility in 2016 (2015 – up to $1.3 billion). At December 31, 2016, the balance outstanding on the revolving credit facility was $30 million (December 31, 2015 – $nil) with $2.97 billion available for the Company's use (December 31, 2015 – $3.0 billion). Certain of the Company's borrowings are subject to various financial and general covenants with which the Company was in compliance as at December 31, 2016.

At December 31, 2016, the Company had letters of credit outstanding in the amount of $423 million (December 31, 2015 – $580 million) of which $303 million (December 31, 2015 – $275 million) represented guarantees for reclamation obligations and $nil (December 31, 2015 – $211 million) represented guarantees for certain of the Company's Argentine debt. The Company's capital commitments for the next twelve months amounted to $64 million at December 31, 2016.

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, shown in contractual undiscounted cashflows:

	At December 31, 2016										At December 31, 2015
	Within 1 year		2 to 3 years		4 to 5 years		Over 5 years		Total		Total
Financial liabilities
Accounts payable and accrued liabilities (1)	$	462	$	—	$	—	$	—	$	462	$	658
Derivative liabilities designated as hedging instruments (note 27(b))	14		8		—		—		22		—
Derivative liabilities not designated as hedging instruments (note 27(b))	—		—		—		—		—		4
Debt repayments (principal portion) (note 24)	30		500		550		1,450		2,530		2,704
Interest payments on debt (note 24)	93		168		153		608		1,022		1,114
Other	1		3		2		17		23		27
	600		679		705		2,075		4,059		4,507
Other commitments
Capital expenditure commitments (2)	64		11		—		—		75		102
Reclamation and closure cost obligations (note 26)	69		86		26		1,605		1,786		1,914
Minimum rental and lease payments (3)	3		8		7		17		35		38
Other	165		14		—		63		242		344
	301		119		33		1,685		2,138		2,398
	$	901	$	798	$	738	$	3,760	$	6,197	$	6,905

⁽¹⁾  Excludes accrued interest on debt which is disclosed separately in the above table.

⁽²⁾  Contractual commitments are defined as agreements that are enforceable and legally binding. Certain of the contractual commitments may contain cancellation clauses; however, the Company discloses the contractual maturities of the Company's operating and capital commitments based on management's intent to fulfill the contract.

⁽³⁾  Excludes the Company's minimum finance lease payments (note 25).

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Third Quarter Report – 2016

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

In the opinion of management, the working capital at December 31, 2016, together with the future cash flows from operations and available funding facilities, is sufficient to support the Company’s commitments.

(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 and Guatemalan quetzal. The appreciation or depreciation of non-US dollar currencies against the US dollar can increase or decrease the cost of metal 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 dollar currencies relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. The Company is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss are denominated in non-US currencies. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting deferred tax charged or credited to income tax expense. At December 31, 2016, the Company had $3.6 billion of deferred income tax liabilities, which arose primarily from the acquisitions of Placer Dome Inc.’s assets and Glamis Gold Ltd. in 2006, and Camino Rojo and Cerro Negro in 2010, and which are denominated in foreign currencies.

During the year ended December 31, 2016, and in accordance with its Financial Risk Management Policy, the Company entered into Mexican peso forward contracts to purchase the foreign currency at pre-determined US dollar amounts. The Company hedges a portion of its future forecasted Mexican Pesos denominated operating and capital expenditures to reduce the currency risk exposure to the Mexican Pesos (note 27(b)(i)).

The Company is exposed to currency risk through the following financial assets and liabilities, income and other taxes receivables (payables) and deferred income tax assets and liabilities denominated in foreign currencies:

At December 31, 2016	Cash and cash equivalents		Accounts receivable and other current and non-current assets		Accounts payable and accrued liabilities and non-current liabilities			Income taxes receivable (payable), current and non-current			Deferred income tax liabilities
Canadian dollar	$	—	$	26	$	(217	)	$	4		$	(708	)
Mexican peso	11		146		(88		)	(127		)	(2,354		)
Argentine peso	1		200		(41		)	(2		)	(558		)
Guatemalan quetzal	1		7		(21		)	6			—
	$	13	$	379	$	(367	)	$	(119	)	$	(3,620	)
At December 31, 2015
Canadian dollar	$	2	$	38	$	(217	)	$	71		$	(803	)
Mexican peso	20		210		(185		)	(145		)	(2,332		)
Argentine peso	7		200		(97		)	(10		)	(561		)
Guatemalan quetzal	2		8		(27		)	6			(11		)
	$	31	$	456	$	(526	)	$	(78	)	$	(3,707	)

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Third Quarter Report – 2016

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

During the year ended December 31, 2016, the Company recognized a net foreign exchange loss of $68 million (2015 – loss of $52 million), excluding the foreign exchange loss relating to taxes. During theyear ended December 31, 2016, the Company recognized a net foreign exchangelossof $162 millionin income tax expense on income taxes receivable/(payable) and deferred income taxes (2015 – $572 million). Based on the Company’s net foreign currency exposures at December 31, 2016, depreciation or appreciation of applicable foreign currencies against the US dollar would have resulted in the following decrease or increase in the Company's net earnings:

At December 31, 2016	Possible exposure (1)(2)	Impact on earnings excluding currency exposure related to taxes		Impact on earnings from foreign exchange exposure related to taxes
Canadian dollar	10%	$	16	$	90
Mexican peso	15%	9		68
Argentine peso	15%	21		85

⁽¹⁾ Calculated based on 2016 historical fluctuation of foreign exchange rate.

⁽²⁾ There is insignificant currency risk related to Guatemalan quetzal due to the minimal fluctuation of the currency.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate cash flow risk primarily on its outstanding debt subject to floating rates of interest, its share of the Pueblo Viejo project financing, its cash and cash equivalents, and interest-bearing receivables. The Company is exposed to interest rate fair value risk primarily on its debt subject to fixed rates of interest (note 24). The Company monitors its exposure to interest rates and is comfortable with its exposures given its mix of fixed-and floating-rate debt, with 99% of total debt at December 31, 2016 subject to fixed rates, and the relatively low rate on its US dollar debt which comprised 100% of total debt at December 31, 2016. The weighted-average interest rate paid by the Company during the year ended December 31, 2016 on its US dollar debt subject to floating rates of interest was 2.0% (2015 – 1.4%). At December 31, 2016, all Argentine debt, which was subject to floating rates of interest, was fully repaid. The average interest rate earned by the Company during the year ended December 31, 2016 on its cash and cash equivalents was 0.14% (2015 – 0.32%). A 10% increase or decrease in the interest earned from financial institutions on deposits held would result in a nominal increase or decrease in the Company’s net earnings. There was no significant change in the Company's exposure to interest rate risk during the year ended December 31, 2016.

Price risk

Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. There was no significant change to the Company’s exposure to price risk during the year ended December 31, 2016.

The Company has a policy not to hedge gold sales. In accordance with the Company’s Financial Risk Management Policy, the Company may hedge up to 50%, 30%, and 10% of its by-product base metal sales volume over the next twelve months, subsequent thirteen to twenty-four months, and subsequent twenty-five to thirty-six months, respectively, to manage its exposure to fluctuations in base metal prices. As at December 31, 2016, the Company did not have any hedges relating to its by-product base metal sales.

The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of each equity security, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being recognized in other comprehensive income.

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Third Quarter Report – 2016

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

28. 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 short term investments as follows:

	At December 31 2016			At December 31 2015
Shareholders’ equity	$	13,415		$	12,848
Debt	2,510			2,688
	15,925			15,536
Less: Cash and cash equivalents	(157		)	(326		)
Short term investments	(43		)	(57		)
	$	15,725		$	15,153

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 instituted 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 short term investments.

At December 31, 2016, the Company expects its capital resources and projected future cash flows from operations to support its normal operating requirements on an ongoing basis, and planned development and exploration of its mineral properties and other expansionary plans. At December 31, 2016, there was no externally imposed capital requirement to which the Company was subject and with which the Company did not comply.

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Third Quarter Report – 2016

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

29. SHARE-BASED COMPENSATION AND OTHER RELATED INFORMATION

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

For the year endedDecember 31, 2016, total share-based compensation relating to stock options and RSUs was $52 million (2015 – $53 million). Of the total amount, $48 million (2015 – $51 million) was included in corporate administration, $4 million (2015 – $nil) was included in restructuring costs (note 11) in the Consolidated Statements of Earnings (Loss), and $nil (2015 – $2 million) was capitalized to development projects with a corresponding credit to shareholders’ equity.

Stock options

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

	Number of Options (000’s)		Weighted  Average   Exercise Price   (C$/option)
At January 1, 2016	14,775		$	34.53
Granted (1)	3,087		20.27
Exercised (2)	(232	)	12.64
Forfeited/expired	(6,955	)	38.92
At December 31, 2016 – outstanding	10,675		$	28.03
At December 31, 2016 – exercisable	6,061		$	31.24
At January 1, 2015	16,379		$	39.09
Granted (1)	4,371		27.15
Issued in connection with the acquisition of Probe (note 7(c))	1,446		10.77
Exercised (2)	(1,569	)	12.45
Forfeited/expired	(5,852	)	41.85
At December 31, 2015 – outstanding	14,775		$	34.53
At December 31, 2015 – exercisable	8,382		$	39.04

⁽¹⁾  Stock options granted during the year ended December 31, 2016 vest over 3 years (2015 – 3 years), are exercisable at C$20.27 per option (2015 – C$27.15), expire in 2023 (2015 – in 2022) and had a total fair value of $15 million (2015 – $19 million) at the date of grant.

⁽²⁾  The weighted average share price at the date stock options were exercised was C$20.74 (2015 – C$23.43).

The weighted average fair value of stock options granted during the year ended December 31, 2016 of $4.89 per option (2015 – $4.46) was calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:

	2016		2015
Expected life	3.3 years		3.2 years
Expected volatility	45.3	%	39.9	%
Expected dividend yield	0.8	%	2.9	%
Risk-free interest rate	0.5	%	0.5	%
Weighted average share price	15.24		21.66

The expected volatility assumption is based on the historical and implied volatility of Goldcorp’s Canadian dollar common share price on the Toronto Stock Exchange. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The Company estimated a forfeiture rate of 12.6% for the options granted during the year endedDecember 31, 2016 (2015– 10.0%).

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Third Quarter Report – 2016

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

The following table summarizes information about the Company’s stock options outstanding at December 31, 2016:

	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)
$20.27 - $24.40	2,734	$	20.32	5.7	256	$	20.79	0.6
$25.71 - $27.53	3,692	27.08		3.7	2,060	27.03		2.5
$29.63 - $31.03	2,368	30.29		1.7	1,864	30.26		1.6
$33.48 - $35.66	1,288	33.51		1.0	1,288	33.51		1.0
$39.75	15	39.75		0.7	15	39.75		0.7
$48.72	578	48.72		0.2	578	48.72		0.2
	10,675	$	28.03	3.2	6,061	$	31.24	1.6

RSUs

The Company granted 2.5 million RSUs during the year ended December 31, 2016, of which 155,995 vested immediately with the remaining vesting over 3 years (2015 – 2.4 million RSU's issued, 80,660 of which vested immediately with the remaining vesting over 3 years). The grant date fair value was $15.59 per RSU (2015 – $20.77) with a total fair value of $39 million (2015 – $50 million) based on the market value of the underlying shares at the date of issuance. The Company estimated a forfeiture rate of 16.7% for the RSUs granted during the year ended December 31, 2016 (2015 – 10.0%).

During the year ended December 31, 2016, 1.9 million (2015 – 1.4 million) RSUs were issued and vested. At December 31, 2016, there were 3.4 million RSUs outstanding (December 31, 2015 – 3.4 million).

(b) PSUs

During the year ended December 31, 2016, the Company issued 523,688 PSUs (2015 – 531,749) with a total fair value of $6 million (2015 – $9 million) at the date of issuance.

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

	2016			2015
Expected life	3 years			3 years
Expected volatility	46.5		%	41.0		%
Expected dividend yield	0.8		%	2.9		%
Risk-free interest rate	0.5		%	0.5		%
Weighted average share price	C$	19.62		C$	29.02

At December 31, 2016, the carrying amount of PSUs outstanding and included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheets was $nil and $1 million, respectively (December 31, 2015 – $2 million and $1 million, respectively). At December 31, 2016, the total intrinsic value of PSUs outstanding and vested was $nil (December 31, 2015 – $nil). During the year ended December 31, 2016, the total intrinsic value of PSUs vested and exercised was $3 million (2015 – $3 million). The Company estimated a forfeiture rate of 8.1% for the PSUs granted during the year endedDecember 31, 2016 (2015– 4.9%).

Total share-based compensation expense (recovery) included in corporate administration in the Consolidated Statements of Earnings (Loss) relating to PSUs for the year ended December 31, 2016 was nominal (2015 – $(1) million). At December 31, 2016, there were 836,788 PSUs outstanding (December 31, 2015 – 1.2 million).

(c) PRUs

Under the Phantom Restricted Units Plan, participants are granted a number of PRUs which entitle them to a cash payment equivalent to the fair market value of one common share for each PRU held by the participant on the vesting date.

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Third Quarter Report – 2016

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

The Company issued 680,236 PRUs during the year ended December 31, 2016 (2015 – 823,568), which vest over 3 years (2015 – 3 years) and had a fair value of $11 million (2015 – $17 million) based on the market value of the underlying shares at the date of issuance (weighted average fair value per unit – $15.56 (2015 – $20.90)).

Total share-based compensation relating to PRUs for the year ended December 31, 2016 was $8 million (2015 – $4 million), which is included in corporate administration in the Consolidated Statements of Earnings (Loss).

At December 31, 2016, the total carrying amount of the 836,919 PRUs outstanding (2015 – 1.0 million) and included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheets was $5 million and $2 million, respectively (December 31, 2015 – $4 million and $2 million, respectively).

(d) Employee share purchase plan ("ESPP")

During the year ended December 31, 2016, the Company recorded compensation expense of $4 million (2015 – $4 million), which was included in corporate administration in the Consolidated Statements of Earnings (Loss), representing the Company’s contributions to the ESPP measured using the market price of the underlying shares at the dates of contribution.

(e) 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, the vesting of RSU and share purchases from the ESPP.

30. RELATED PARTY TRANSACTIONS

(a) Related party transactions

The Company’s related parties include its subsidiaries, associates over which it exercises significant influence, and key management personnel. During its normal course of operation, the Company enters into transactions with its related parties for goods and services. There were no related party transactions for the years ended December 31, 2016 and 2015 that have not been disclosed in these consolidated financial statements (notes 9 and20).

(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:

	2016		2015
Short-term employee benefits (1)	$	8	$	9
Post-employment benefits	1		1
Termination benefits	6		—
Share-based compensation	6		9
	$	21	$	19

⁽¹⁾  Short-term employee benefits include salaries, bonuses payable within twelve months of the balance sheet date and other annual employee benefits.

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Third Quarter Report – 2016

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

31. CONTINGENCIES

Due to the size, complexity and nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. While the outcomes of these matters are uncertain, based upon the information currently available and except as noted in note 31(b), the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial position, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the appropriate period relative to when such changes occur. 

(a) Issued in 2013, Law 3318 created a new form of tax in Argentina's Province of Santa Cruz for mining companies. The tax was levied on 1% of the value of mine reserves reported in feasibility studies and financial statements inclusive of variations resulting from ongoing exploitation. The Company filed a legal claim disputing the constitutionality of the tax with the National Supreme Court of Argentina which accepted jurisdiction of the matter. The Company paid the required tax installments under protest for the years ended December 31, 2015, 2014 and 2013. On December 31, 2015, Law 3318 was abrogated. The Company and the Province entered into a settlement agreement approved by the National Supreme Court of Argentina and the claim has been withdrawn.

(b) In July 2016, the Company received a tax reassessment from the Mexican Tax Authority in respect of one of its Mexican subsidiary’s 2008 taxation year, assessing an additional $4 million of income taxes, interest, and penalties, largely as the result of transfer pricing adjustments to the interest paid by that subsidiary to one of the Company’s subsidiaries. In November 2016, the Company received a further reassessment in respect of the same Mexican subsidiary’s 2009 taxation year assessing $71 million of additional income taxes, interest and penalties. The Mexican Tax Authority denied the deduction of the interest paid by the Company’s Mexican subsidiary during the 2009 taxation year on a related party loan, and asserted that tax should have been withheld on the interest paid at a rate of 28% rather than 10% on the basis that the International Tax Treaty relied upon by the Company in withholding at the rate of 10% was not applicable to the loan in question.

In December 2016, the Company received a tax reassessment from the Mexican Tax Authority in respect of another of its Mexican subsidiary’s 2008 taxation year assessing an additional $6 million of taxes, interest and penalties. These additional amounts result from the elimination of the deduction for interest paid in respect of a loan from a related company and the denial of a deduction for a portion of a foreign exchange loss in local currency on the same loan. This Mexican subsidiary was also reassessed an additional $14 million in November 2016 for the 2009 taxation year. The Mexican Tax Authority denied the interest deduction for interest paid on a related company loan, as well as assessed Mexican withholding taxes on the interest paid at 28% rather than the 10% rate that was used in remitting these withholding taxes.

In respect of the 2008 taxation year, the Mexican Tax Authority’s position is that the interest rates charged on the related party loans to one of the Company’s Mexican subsidiaries are not interest rates that independent parties would have agreed to. In respect of the 2009 taxation year, the Mexican Tax Authority’s position is that the loans did not have a valid business purpose and therefore denied the interest deduction and assessed a higher rate of Mexican withholding taxes on the interest paid.

The Company’s Mexican subsidiaries incurred debt owing to a related company for the purpose of growing their Mexican business of investing in mining development and operations directly or indirectly. The Company believes that the terms of the debt and applicable interest rate are consistent with terms that would apply between unrelated parties and has prepared the required contemporaneous documentation supporting their arm’s length nature with the assistance of independent transfer pricing specialists. As a result the Company disputes the positions taken by the Mexican Tax Authority, believes it has filed its tax returns and paid applicable taxes in compliance with Mexican income tax laws and has substantial defenses to these assessments. No amounts have been recorded for any potential liability arising from these matters.

The intercompany debt remained in place for years subsequent to 2009 and these years remain open to audit by the Mexican Tax Authority and could be reassessed. The outcome of any potential reassessments for the Company’s Mexican subsidiaries’ 2010-2016 taxation years is not readily determinable but could have a material impact on the Company.

The Company intends to vigorously defend its tax filing positions.

(c) Securities Class Action Lawsuits

United States Shareholder Class Action

Following the publication on August 24, 2016 of a news article relating to operations at the Company’s Peñasquito mine, several putative class action lawsuits were filed against the Company and certain of its current and former officers in the U.S. District Court for the Central District of California and one class action lawsuit was filed in the U.S. District Court for the Southern District of New York. On November 21, 2016, a lead plaintiff (“Plaintiff”) was appointed and all claims were consolidated into one action in the U.S. District Court for the Central District of California. On December 8, 2016, the Plaintiff filed an Amended Class Action Complaint and on December 22, 2016, the Plaintiff filed a Corrected Amended Class Action Complaint (the “Amended Complaint”). The Amended Complaint alleges that the Company and

GOLDCORP    |  131

Third Quarter Report – 2016

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

certain of its current and former officers made materially false or misleading statements or materially false omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) concerning the Peñasquito mine. The Amended Complaint purports to be brought on behalf of persons who purchased or otherwise acquired the Company’s securities during an alleged class period from March 31, 2014 to October 3, 2016. On January 20, 2017, the Company filed a motion to dismiss the Amended Complaint. The Company believes the allegations made in the Amended Complaint are without merit and intends to vigorously defend against this matter.

Canadian Shareholder Class Action

On October 28, 2016 and February 14, 2017, separate proposed class actions were commenced in the Ontario Superior Court of Justice pursuant to the Class Proceedings Act (Ontario) against the Company and certain of its current and former officers. Both statement of claims allege common law negligent misrepresentation in the Company’s public disclosure concerning the Peñasquito mine and also plead an intention to seek leave from the Court to proceed with an allegation of statutory misrepresentation pursuant to the secondary market civil liability provisions under the Securities Act (Ontario). The claim filed on October 28, 2016 purports to be brought on behalf of persons who purchased or otherwise acquired the Company’s securities in the secondary market during an alleged class period from April 1, 2014 to August 24, 2016. The claim filed on February 14, 2017 purports to be brought on behalf of persons who purchased or otherwise acquired the Company's securities in the secondary market during an alleged class period from October 30, 2014 to August 23, 2016. The Company believes the allegations made in both claims are without merit and intends to vigorously defend against both matters.

(d) In October 2014, Pueblo Viejo Dominicana Corporation ("PVDC") received a copy of an action filed in an administrative court in the Dominican Republic by Rafael Guillen Beltre (the "Petitioner"), who claims to be affiliated with the Dominican Christian Peace Organization. The Government of the Dominican Republic has also been notified of the action. The action alleges that environmental contamination in the vicinity of the Pueblo Viejo mine has caused illness and affected water quality in violation of the Petitioner’s fundamental rights under the Dominican Constitution and other laws. The primary relief sought in the action, which is styled as an "Amparo" remedy, is the suspension of operations at the Pueblo Viejo mine as well as other mining projects in the area until an investigation into the alleged environmental contamination has been completed by the relevant governmental authorities. On June 25, 2015, the trial court in the Municipality of Cotui (“Trial Court”) dismissed the legal action as the Petitioner failed to produce evidence to support his allegations.  The Petitioner appealed the Trial Court’s decision to the Constitutional Court on July 21, 2015.  On July 28, 2015, PVDC filed a motion to dismiss the appeal as it was filed after the expiry of the applicable filing deadline. The matter is pending ruling by the Constitutional Court. No amounts have been recorded for any potential liability or asset impairment arising from this matter, as PVDC cannot reasonably predict any potential losses.

32. SUBSEQUENT EVENT

On January 4, 2017, the Company entered into a purchase agreement with Bluestone Resources Inc. ("Bluestone") to sell the Cerro Blanco mine in Guatemala for cash consideration of $18 million, a 1% Net Smelter Return royalty on production, and approximately 9.9% of Bluestone's issued and outstanding common shares on the date of completion. Additionally, the Company will receive an additional $15 million in cash upon the mine reaching commercial production. The transaction is expected to close in the first quarter of 2017.

GOLDCORP    |  132

CORPORATE OFFICE	STOCK EXCHANGE LISTING
Park Place	Toronto Stock Exchange: G
Suite 3400 – 666 Burrard Street	New York Stock Exchange: GG
Vancouver, BC V6C 2X8 Canada
Tel:       (604) 696-3000	TRANSFER AGENT
Fax:     (604)  696-3001
www.goldcorp.com	CST Trust Company
	1066 West Hastings Street, Suite 1600
TORONTO OFFICE	Vancouver, BC V6E 3X1 Canada
	Toll free in Canada and the US: (800) 387-0825
Suite 3201 – 130 Adelaide Street West	Outside of Canada and the US: (416) 682-3860
Toronto, ON M5H 3P5 Canada	inquiries@canstockta.com
Tel:       (416) 865-0326	www.canstockta.com
Fax:     (416)  359-9787
	AUDITORS
MEXICO OFFICE
	Deloitte LLP
Paseo de las Palmas 425-15	Vancouver, BC
Lomas de Chapultepec
11000 Mexico, D.F.	INVESTOR RELATIONS
Tel:      52 (55) 5201-9600
	Lynette Gould
GUATEMALA OFFICE	Toll free:    (800) 567-6223
	Email:         info@goldcorp.com
5ta avenida 5-55 zona 14 Europlaza
Torre 1 Nivel 6 oficina 601	REGULATORY FILINGS
Guatemala City
Guatemala, 01014	The Company’s filings with the Ontario Securities Commission
Tel:       (502) 2329-2600	can be accessed on SEDAR at www.sedar.com.
ARGENTINA OFFICE	The Company’s filings with the US Securities and
	Exchange Commission can be accessed on EDGAR
Avda. Leandro N. Alem 855, Piso 27	at www.sec.gov.
C1001AAD Capital Federal
Buenos Aires, Argentina
Tel:      54 114 323 7000