Obligation Goldcorp Inc 3.7% ( US380956AD47 ) en USD

Goldcorp Inc

104.52 % ⇌

Canada

US380956AD47 ( en USD )

3.7% par an ( paiement semestriel )

14/03/2023 - Obligation échue

Prospectus brochure de l'obligation Goldcorp Inc US380956AD47 en USD 3.7%, échue

2 000 USD

1 000 000 000 USD

380956AD4

BBB ( Qualité moyenne inférieure )

N/A

L'Obligation émise par Goldcorp Inc ( Canada ) , en USD, avec le code ISIN US380956AD47, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2023
L'Obligation émise par Goldcorp Inc ( Canada ) , en USD, avec le code ISIN US380956AD47, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed pursuant to General
Instruction II.L of Form F-10;
File No. 333-186998
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 7, 2013)
US$1,500,000,000

Goldcorp Inc.
US$500,000,000 2.125% Notes due 2018
US$1,000,000,000 3.700% Notes due 2023

The 2.125% Notes due 2018 offered hereby (the "2018 Notes") will bear interest at a rate of 2.125% per year and will mature on March 15, 2018. The 3.700% Notes due 2023 offered hereby (the "2023 Notes") wil
bear interest at a rate of 3.700% per year and will mature on March 15, 2023. The 2018 Notes and the 2023 Notes are collectively referred to herein as the "Notes". The Notes will be our unsecured senior obligations and will
rank equally with all of our other unsecured senior obligations. We will pay interest on the Notes on March 15 and September 15 of each year, beginning September 15, 2013.
We have the right to redeem al or a portion of each of the 2018 Notes or the 2023 Notes at any time at the redemption prices and subject to the conditions described in this prospectus supplement under "Description of
Notes--Optional Redemption", plus accrued and unpaid interest. We also have the right to redeem each of the 2018 Notes and the 2023 Notes, in whole but not in part, at 100% of the principal amount thereof, plus accrued and
unpaid interest, in the event of certain changes in Canadian tax laws. We will be required to make an offer to repurchase the Notes of each series at a price equal to 101% of their principal amount plus accrued and unpaid
interest to, but not including, the date of repurchase upon the occurrence of a Change of Control Repurchase Event (as defined herein). See "Description of Notes--Change of Control Repurchase Event".
We intend to use the net proceeds for repayment of the US$862.5 million of convertible notes maturing August 2014, capital expenditures, capital investment or working capital. Pending such use, the net proceeds may be
invested in short-term marketable securities or cash term deposits with highly rated institutions. See "Use of Proceeds".

We will not make an application to list the Notes on any securities exchange or to include them in any automated quotation system. Accordingly, there are no markets through which the Notes may
be sold and purchasers may not be able to resell the Notes purchased hereunder. This may affect the pricing of the Notes in the secondary market, the transparency and availability of trading prices, the
liquidity of the Notes, and the extent of issuer regulation. See "Risk Factors".
Investing in the Notes involves risks. See "Risk Factors" on page S-6 of this prospectus supplement and on page 10 of the accompanying prospectus.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Per
Per

2018 Note
Total

2023 Note
Total

Public offering price (1)

99.526%
US$497,630,000

99.431%
US$994,310,000
Underwriting fee

0.600%
US$ 3,000,000

0.650%
US$ 6,500,000
Proceeds to us (before expenses) (1)

98.926%
US$494,630,000

98.781%
US$987,810,000
(1) Plus accrued interest from March 20, 2013 if settlement occurs after that date.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus supplement and the accompanying prospectus in accordance
with Canadian disclosure requirements, which are different from United States disclosure requirements. We prepare our financial statements, which are incorporated by reference herein, in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), and they are subject to Canadian auditing and auditor independence standards. As a
result, they may not be comparable to financial statements of United States companies.
Owning the Notes may subject you to tax consequences both in the United States and in Canada. This prospectus supplement and the accompanying prospectus may not describe these tax
consequences fully. You should read the tax discussion under "Certain Income Tax Considerations" beginning on page S-22 of this prospectus supplement and you should consult with your own tax
advisor with respect to your own particular circumstances.
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in Canada, most of our officers and directors and some of
the experts named in this prospectus supplement or the accompanying prospectus are not residents of the United States, and many of our assets and all or a substantial portion of the assets of such
persons are located outside of the United States.
The underwriters, as principals, conditional y offer the Notes, subject to prior sale, if, as and when issued by us and accepted by the underwriters in accordance with the conditions contained in the underwriting agreement
referred to under "Underwriting". In connection with the offering of the Notes, each of the underwriters may engage in over-al otment, stabilizing transactions and syndicate covering transactions. See "Underwriting".
The effective yield of the 2018 Notes, if held to maturity, is 2.226% and the effective yield of the 2023 Notes, if held to maturity, is 3.769%.
Under applicable securities legislation, we may be considered to be a connected issuer of each of the underwriters, who are affiliates of parties who are lenders under our credit facilities. See
"Underwriting--Other Relationships".
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear
System, and Clearstream Banking, société anonyme, on or about March 20, 2013.

Joint Book-Running Managers
BofA Merrill Lynch
HSBC

Morgan Stanley
Joint Lead Managers
Citigroup

J.P. Morgan
Senior Co-Managers

BMO Capital Markets

CIBC

RBC Capital Markets

Scotiabank

TD Securities
Co-Managers

Goldman, Sachs & Co.

Mitsubishi UFJ Securities

RBS

SMBC Nikko

The date of this prospectus supplement is March 13, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

i

WHERE YOU CAN FIND MORE INFORMATION

i

DOCUMENTS INCORPORATED BY REFERENCE

ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

iii

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

iv

EXCHANGE RATE DATA

v

SUMMARY

S-1
RISK FACTORS

S-6
USE OF PROCEEDS

S-9
CONSOLIDATED CAPITALIZATION

S-10
PRO FORMA EARNINGS COVERAGE

S-11
DESCRIPTION OF NOTES

S-12
PRICE RANGE AND TRADING VOLUMES

S-21
CERTAIN INCOME TAX CONSIDERATIONS

S-22
UNDERWRITING

S-26
LEGAL MATTERS

S-30
EXPERTS

S-30
CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

S-31
Prospectus

ABOUT THIS PROSPECTUS

4
WHERE YOU CAN FIND MORE INFORMATION

5
DOCUMENTS INCORPORATED BY REFERENCE

5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

7
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

8
DESCRIPTION OF THE BUSINESS

8
RISK FACTORS

10
USE OF PROCEEDS

25
EARNINGS COVERAGE RATIOS

26
CONSOLIDATED CAPITALIZATION

26
DESCRIPTION OF SHARE CAPITAL

26
DESCRIPTION OF DEBT SECURITIES

26
PRICE RANGE AND TRADING VOLUMES

41
CERTAIN INCOME TAX CONSEQUENCES

42
PLAN OF DISTRIBUTION

42
LEGAL MATTERS

43
EXPERTS

43
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

45
CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

46
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes and also adds to and updates certain
information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and/or the accompanying prospectus.
The second part is the accompanying short form base shelf prospectus dated March 7, 2013, as may be amended or supplemented from time to time (the "accompanying
prospectus"), which gives more general information, some of which may not apply to the Notes.
To the extent that the description of the Notes varies between this prospectus supplement and the accompanying prospectus, you should rely only on the
information in this prospectus supplement.
We have not, and the underwriters have not, authorized any other person to provide you with information other than that contained in or incorporated
by reference in this prospectus supplement and the accompanying prospectus, or included in the registration statement of which this prospectus supplement and
the accompanying prospectus form a part. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other
information. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted by law. You
should assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate only as
of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus supplement, unless otherwise specified or the context otherwise requires, all references to "Canadian dollars" and "C$" are to Canadian
dollars and all references to "U.S. dollars" and "US$" are to United States dollars. Unless otherwise stated, the financial statements and other financial information as
of, and for the years ended, December 31, 2012 and December 31, 2011 included or incorporated by reference in this prospectus supplement are in United States
dollars and have been prepared in accordance with IFRS, which have been adopted as Canadian generally accepted accounting principles ("Canadian GAAP").
Canadian GAAP differs in some material respects from U.S. generally accepted accounting principles, and so this financial information may not be comparable to the
financial information of U.S. companies.
Except on the cover page, and in the "Prospectus Supplement Summary--The Offering" and "Description of Notes" sections, and unless the context otherwise
requires, all references in this prospectus supplement to "we", "us" and "our" refer to Goldcorp Inc. and its subsidiaries and all references in this prospectus
supplement to "Goldcorp" refer to Goldcorp Inc.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), relating to the offering of our debt securities, including the Notes, of which the accompanying prospectus and this prospectus
supplement form a part (the "Registration Statement"). This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Reference is made to such Registration Statement and
the exhibits thereto for further information with respect to us and the Notes.
We file with the British Columbia Securities Commission (the "BCSC"), the securities regulatory authority in the Province of British Columbia, Canada, and
with the various securities commissions or similar authorities in each of the provinces and territories of Canada, annual and quarterly reports, material change reports
and other information. We are also an SEC registrant subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, accordingly, file with, or furnish

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

(a)
our Annual Information Form dated March 1, 2013 for the year ended December 31, 2012 (the "AIF");

(b)
our Audited Consolidated Financial Statements, which comprise the consolidated balance sheets as at December 31, 2012 and December 31, 2011, and
the consolidated statements of earnings, comprehensive income, cash flows, and changes in equity for the years ended December 31, 2012 and

December 31, 2011, and the Report of the Independent Registered Chartered Accountants thereon and the related notes to the consolidated financial
statements thereto;

(c)
our Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2012; and

(d)
our Management Information Circular dated March 20, 2012 for our annual and special meeting of shareholders held on April 26, 2012.
Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), the content of any news release publicly
disclosing financial information for a period more recent than the period for which financial statements are required to be incorporated herein, and certain other
documents as set forth in Item 11.1 of Form 44-101F1 of National Instrument 44-101 Short Form Prospectus Distributions filed by us with a securities commission
or similar authority in Canada after the date of the accompanying prospectus and prior to the termination of the distribution of Notes offered by this prospectus
supplement and the accompanying prospectus will be deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus. These
documents are available through the internet on the System for Electronic Document Analysis and Retrieval ("SEDAR") which can be accessed at www.sedar.com. In
addition, to the extent that any document or information incorporated by reference in this prospectus supplement and the accompanying prospectus is included in a report
that is filed or furnished to the SEC on Form 40-F, 20-F or 6-K (or any respective successor form), such document or information shall also be deemed to be
incorporated by reference as an exhibit to the registration statement on Form F-10 of which this prospectus supplement and the accompanying prospectus form a part. In
addition, if and to the extent indicated therein, we may incorporate by reference in this prospectus supplement and the accompanying prospectus documents that we file
with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
Copies of the documents incorporated herein by reference may be obtained on request without charge from Anna M. Tudela, Vice President, Regulatory Affairs
and Corporate Secretary of Goldcorp, at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 (telephone: 604-696-3000).

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Any statement contained in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated by
reference herein or therein will be deemed to be modified or superseded for the purposes of this prospectus supplement and the accompanying prospectus to
the extent that a statement contained in this prospectus supplement, the accompanying prospectus or in any subsequently filed document that also is or is
deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement. Any statement
so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying
prospectus. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement,
when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that
is necessary to make a statement not misleading in light of the circumstances in which it was made.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and certain documents incorporated by reference in this prospectus supplement and the accompanying
prospectus, contain certain "forward-looking statements" and information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver, copper,
lead and zinc, the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future
production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines,
hedging practices, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks,
unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims and limitations on insurance coverage. Generally, these
forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Forward-looking statements are made based upon certain assumptions and other important factors that could cause our actual results, performance or
achievements to be materially different from future results, 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 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, performances or achievements to differ materially from those in
the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and resources and
metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and
liability), activities by governmental authorities (including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic
climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although
we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity,
performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related
to the integration of acquisitions; risks related to international operations, including economic and political instability

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

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Accordingly, information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein
containing descriptions of our mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure
requirements under the United States federal securities laws and the rules and regulations thereunder.
EXCHANGE RATE DATA
The following table sets forth (i) the rates of exchange for the Canadian dollar, expressed in U.S. dollars in effect at the end of each of the periods indicated;
(ii) the average of the exchange rates in effect during each period; and (iii) the high and low exchange rates during each period, in each case, as identified or calculated
from the Bank of Canada noon rate in effect on each trading day during the relevant period. These rates are set forth as U.S. dollars per C$1.00.

Year ended December 31,

2012

2011

2010

2009

High for period

US$1.0299
US$1.0583
US$1.0054
US$0.9716
Low for period

0.9599

0.9430

0.9278

0.7692

Average for period

1.0004

1.0111

0.9709

0.8757

Rate at end of period

1.0051

0.9833

1.0054

0.9555

On March 13, 2013, the noon exchange rate was US$0.9734 equals C$1.00.

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SUMMARY
This summary highlights selected information from this prospectus supplement and the accompanying prospectus, and the documents incorporated by
reference herein and therein, but does not contain all information you should consider before deciding whether or not to invest in the Notes. This prospectus
supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, include specific terms of this offering,
information about our business and financial data. You should read this prospectus supplement and the accompanying prospectus and all documents
incorporated by reference herein and therein in their entirety before making an investment decision. The following summary is qualified in its entirety by
reference to the detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus and the documents incorporated
by reference herein and therein.
About Goldcorp Inc.
We are a leading global gold producer engaged in the acquisition, exploration, development and operation of gold properties in Canada, the United States,
Mexico and Central and South America. We are one of the lowest cost and fastest growing multi-million ounce senior gold producers in the world. We continue to
investigate and negotiate the acquisition of additional gold mining properties or interests in such properties. There is no assurance that any such investigations or
negotiations will result in the completion of an acquisition.
The principal products and sources of cash flow for us are derived from the sale of gold, silver, copper, lead and zinc. Our mineral properties, in which we
or our subsidiaries hold a direct interest in the underlying mineral property, by jurisdiction are as follows:
Canada and the United States

· a 100% interest in the Red Lake gold mines (the "Red Lake Gold Mines") in Canada, a 72% interest held by Goldcorp and a 28% interest held by

Goldcorp Canada Ltd., a wholly-owned subsidiary of Goldcorp (the Red Lake Gold Mines are considered to be a material mineral property to
Goldcorp), including a 100% interest in the nearby Bruce Channel deposit (the "Cochenour Project") in Canada;

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

to Goldcorp);

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

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

· a 66 /
2 3% interest in the Marigold gold mine in the United States;

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

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

· a 100% interest in the Peñasquito gold-silver-lead-zinc mine (the "Peñasquito Mine") in Mexico (the Peñasquito Mine is considered to be a material

mineral property to Goldcorp);

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

property to Goldcorp);

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

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· a 100% interest in the Noche Buena gold-silver project in Mexico; and

· a 100% interest in the Camino Rojo gold-silver project in Mexico.
Central and South America

· a 40% interest in the Pueblo Viejo gold-silver-copper mine (the "Pueblo Viejo Mine") in the Dominican Republic (the Pueblo Viejo Mine is

considered to be a material mineral property to Goldcorp);

· a 100% interest in the Cerro Negro gold-silver project (the "Cerro Negro Project") in Argentina (the Cerro Negro Project is considered to be a

material mineral property to Goldcorp);

· a 100% interest in the Marlin gold-silver mine in Guatemala;

· a 70% interest in the El Morro gold-copper project in Chile;

· a 37 /
1 2% interest in the Bajo de la Alumbrera gold-copper mine in Argentina; and

· a 100% interest in the Cerro Blanco gold-silver project in Guatemala.
Our principal product is gold doré with the refined gold bullion sold primarily in the London spot market. As a result, we will not be dependent on a
particular purchaser with regard to the sale of the gold doré. In addition to gold, we also produce silver, copper, lead and zinc primarily from concentrate
produced at the Peñasquito Mine and the Alumbrera Mine which is sold to third party refineries.
Corporate Information
Our principal executive office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8. Our web site address is
www.goldcorp.com. Information contained in, or linked to, our web site does not constitute part of this prospectus supplement or the accompanying prospectus.

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SUPPL
http://www.sec.gov/Archives/edgar/data/919239/000119312513109502/...
Table of Contents
Summary of the Offering
The following summary contains basic information about the terms of the offering and is not intended to be complete. For a complete understanding of
the terms of the Notes, please refer to the discussion under "Description of Notes" beginning on page S-12 of this prospectus supplement and "Description of
Debt Securities" beginning on page 26 of the accompanying prospectus. Unless otherwise required by the context, we use the term "Notes" to refer
collectively to the 2018 Notes and the 2023 Notes. References to "we", "us" and "our" in this section titled "Summary of the Offering" refer to Goldcorp
Inc. and not to any of its subsidiaries.

Issuer

Goldcorp Inc. ("Goldcorp").
Amount of Notes Offered
US$500,000,000 aggregate principal amount of 2.125% Notes due 2018 (the "2018 Notes").

US$1,000,000,000 aggregate principal amount of 3.700% Notes due 2023 (the "2023 Notes").
Maturity Dates
March 15, 2018 for the 2018 Notes.

March 15, 2023 for the 2023 Notes.
Interest Payment Dates
For each of the 2018 Notes and the 2023 Notes, March 15 and September 15, beginning on
September 15, 2013. Interest will be payable to noteholders of record as of the immediately

preceding March 1 and September 1, respectively.
Ranking
The Notes will be our unsecured obligations and will rank equally with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding. The Notes will be
effectively subordinated to all indebtedness and other liabilities of our subsidiaries, and will be
subordinated to any secured indebtedness and other secured liabilities of ours to the extent of
the assets securing such indebtedness and other liabilities. See "Description of Notes--
Ranking".
At December 31, 2012, the aggregate amount of the indebtedness, consolidated trade payables
and accrued liabilities of our subsidiaries taken together with their proportionate share of our
joint venture liabilities was approximately US$888 million, and we had no secured

indebtedness outstanding.

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