Exhibit 99.3
 Managements Responsibility for Financial Reporting
   -s- Charles Jeannes
    
    -s- Lindsay HallCharles Jeannes
    
    Lindsay HallPresident and Chief Executive Officer
    
    Executive Vice President and 
Chief Financial OfficerVancouver, CanadaMarch 10, 2009
 Report of Independent Registered Chartered Accountants
       Internal ControlIntegrated Framework




---



##### 



Managements Report on Internal Control over Financial Reporting
  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 financial statements in accordance with generally accepted accounting principles,
and that Goldcorp receipts and expenditures are made only in accordance with authorizations of
management and Goldcorps directors; andiii.
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of Goldcorp assets that could have a material effect on
Goldcorps financial statements.
   Internal Control  Integrated Framework
  -s- Charles Jeannes
    
    -s- Lindsay HallCharles Jeannes
    
    Lindsay HallPresident and Chief Executive Officer
    
    Executive Vice President and 
Chief Financial OfficerVancouver, CanadaMarch 10, 2009
 2




---



##### 



Report of Independent Registered Chartered Accountants
  Internal
ControlIntegrated Framework
    Internal Control
 Integrated Framework
  
 3




---



##### 



Consolidated Statements of Earnings  Years Ended December 31
 Note
    
    2008
    
    
    2007
    
    
    2006Revenues
    
    
    
    $
    2,419.6
    
    
    $
    2,206.8
    
    
    $
    1,649.4Operating expenses
    
    
    
    
    1,164.2
    
    
    
    953.8
    
    
    
    613.1Depreciation and depletion
    
    
    
    
    499.1
    
    
    
    465.1
    
    
    
    304.3Earnings from mine operations
    
    
    
    
    756.3
    
    
    
    787.9
    
    
    
    732.0Corporate administration (1)
    
    
    
    
    136.7
    
    
    
    132.9
    
    
    
    83.0Exploration
    
    
    
    
    66.5
    
    
    
    42.7
    
    
    
    27.6Write-down of mining interests
    
    4(d) & 9(l)
    
    
    47.1
    
    
    
    
    
    
    
    174.7Earnings from operations
    
    
    
    
    506.0
    
    
    
    612.3
    
    
    
    446.7Other income (expense)Interest and other income
    
    
    
    
    28.3
    
    
    
    20.5
    
    
    
    17.8Interest expense and finance fees
    
    
    
    
    (7.2
    )
    
    
    (44.7
    )
    
    
    (44.8
    )Share of income of equity investee
    
    
    
    
    3.9
    
    
    
    0.1
    
    
    
    Gain (loss) on foreign exchange
    
    13(b)
    
    
    1,058.9
    
    
    
    (49.4
    )
    
    
    5.3Loss on non-hedge derivatives
    
    13(a)
    
    
    (2.6
    )
    
    
    (23.5
    )
    
    
    (4.0
    )Gain (loss) on securities, net
    
    13(a)
    
    
    (105.9
    )
    
    
    5.5
    
    
    
    (5.0
    )Gain on disposition of mining interests
    
    4(c), (d) & (e)
    
    
    2.6
    
    
    
    51.0
    
    
    
    Gain on disposition of Silver Wheaton shares
    
    4(b) & 18(a)(iii)
    
    
    292.5
    
    
    
    
    
    
    
    109.8Dilution gains
    
    18(a) & (b)
    
    
    2.2
    
    
    
    10.0
    
    
    
    63.81,272.7
    
    
    
    (30.5
    )
    
    
    142.9Earnings from continuing operations before taxes
and non-controlling interests
    
    
    
    
    1,778.7
    
    
    
    581.8
    
    
    
    589.6Income and mining taxes
    
    14
    
    
    (295.4
    )
    
    
    (160.3
    )
    
    
    (153.2
    )Non-controlling interests
    
    18
    
    
    (7.7
    )
    
    
    (46.1
    )
    
    
    (35.8
    )Earnings from continuing operations
    
    
    
    
    1,475.6
    
    
    
    375.4
    
    
    
    400.6Earnings from discontinued operations
    
    6
    
    
    
    
    
    
    84.7
    
    
    
    7.7Net earnings
    
    
    
    $
    1,475.6
    
    
    $
    460.1
    
    
    $
    408.3(1)
Stock option expense (a non-cash item) included in
Corporate administration
    
    19(b) & (c)
    
    $
    42.6
    
    
    $
    41.2
    
    
    $
    22.7Earnings per share from continuing operationsBasic
    
    
    
    $
    2.07
    
    
    $
    0.53
    
    
    $
    0.92Diluted
    
    
    
    
    2.06
    
    
    
    0.53
    
    
    
    0.91Net earnings per shareBasic
    
    
    
    $
    2.07
    
    
    $
    0.65
    
    
    $
    0.94Diluted
    
    
    
    
    2.06
    
    
    
    0.65
    
    
    
    0.93Weighted-average number of shares outstanding(000s)
    
    19(e)Basic
    
    
    
    
    711,862
    
    
    
    704,868
    
    
    
    435,189Diluted
    
    
    
    
    715,434
    
    
    
    708,720
    
    
    
    441,264
  4




---



##### 



Consolidated Balance Sheets  At December 31
 Note
    
    2008
    
    
    2007AssetsCash and cash equivalents
    
    21
    
    $
    262.3
    
    
    $
    510.8Marketable securities
    
    13(a)
    
    
    10.1
    
    
    
    25.8Accounts receivable
    
    
    
    
    178.6
    
    
    
    154.5Income and mining taxes receivable
    
    
    
    
    15.6
    
    
    
    43.3Future income and mining taxes
    
    14
    
    
    3.3
    
    
    
    10.7Inventories and stockpiled ore
    
    7
    
    
    226.2
    
    
    
    191.4Other
    
    8
    
    
    66.2
    
    
    
    15.3Current assets
    
    
    
    
    762.3
    
    
    
    951.8Mining interests
    
    9
    
    
    17,062.5
    
    
    
    16,452.8Deposits on mining interest expenditures
    
    
    
    
    230.8
    
    
    
    Goodwill
    
    9
    
    
    761.8
    
    
    
    815.6Silver interests
    
    10
    
    
    
    
    
    
    385.3Stockpiled ore
    
    7
    
    
    92.6
    
    
    
    76.2Investments
    
    13(a)
    
    
    71.9
    
    
    
    228.0Other
    
    11
    
    
    26.9
    
    
    
    42.5$
    19,008.8
    
    
    $
    18,952.2LiabilitiesAccounts payable and accrued liabilities
    
    
    
    $
    294.0
    
    
    $
    277.3Future income and mining taxes
    
    14
    
    
    181.5Current portion of long-term debt
    
    12
    
    
    
    
    
    
    28.6Current derivative instrument liability
    
    13(a)
    
    
    
    
    
    
    15.5Current liabilities
    
    
    
    
    475.5
    
    
    
    321.4Income and mining taxes payable
    
    
    
    
    28.0
    
    
    
    33.5Future income and mining taxes
    
    14
    
    
    3,203.9
    
    
    
    3,858.3Long-term debt
    
    12
    
    
    5.3
    
    
    
    1,036.3Reclamation and closure cost obligations
    
    15
    
    
    273.1
    
    
    
    261.3Other
    
    16
    
    
    12.7
    
    
    
    13.23,998.5
    
    
    
    5,524.0Non-controlling interests
    
    18
    
    
    51.2
    
    
    
    449.6Shareholders EquityCommon shares, share purchase warrants and stock options
    
    19
    
    
    12,625.2
    
    
    
    11,930.4Retained earnings
    
    
    
    
    2,237.0
    
    
    
    890.1Accumulated other comprehensive income
    
    20
    
    
    96.9
    
    
    
    158.12,333.9
    
    
    
    1,048.214,959.1
    
    
    
    12,978.6$
    19,008.8
    
    
    $
    18,952.2
 (notes
13(b) & 24)
 -s- Charles Jeannes
    
    -s- Ian TelferCharles Jeannes, Director
    
    Ian Telfer, Director
  5




---



##### 



Consolidated Statements of Cash Flows  Years Ended December 31
 Note
    
    2008
    
    
    2007
    
    
    2006Operating ActivitiesEarnings from continuing operations
    
    
    
    $
    1,475.6
    
    
    $
    375.4
    
    
    $
    400.6Reclamation expenditures
    
    15
    
    
    (17.8
    )
    
    
    (12.0
    )
    
    
    (6.4
    )Items not affecting cashDepreciation and depletion
    
    
    
    
    499.1
    
    
    
    465.1
    
    
    
    304.3Stock option expense
    
    19(b) & (c)
    
    
    42.6
    
    
    
    41.2
    
    
    
    22.7Share of income of equity investee
    
    
    
    
    (3.9
    )
    
    
    (0.1
    )
    
    
    Unrealized loss (gain) on non-hedge derivatives
    
    13(a)
    
    
    (7.6
    )
    
    
    3.6
    
    
    
    4.0Loss (gain) on securities, net
    
    13(a)
    
    
    105.9
    
    
    
    (5.5
    )
    
    
    5.0Gain on disposition of mining interests
    
    4(c), (d), & (e)
    
    
    (2.6
    )
    
    
    (51.0
    )
    
    
    Gain on disposition of Silver Wheaton shares
    
    4(b)
    
    
    (292.5
    )
    
    
    
    
    
    
    (109.8
    )Write-down of mining interests
    
    4(d) & 9(l)
    
    
    47.1
    
    
    
    
    
    
    
    174.7Dilution gains
    
    18(a) & (b)
    
    
    (2.2
    )
    
    
    (10.0
    )
    
    
    (63.8
    )Future income and mining taxes
    
    14
    
    
    157.3
    
    
    
    (43.3
    )
    
    
    (62.7
    )Non-controlling interests
    
    18
    
    
    7.7
    
    
    
    46.1
    
    
    
    35.8Unrealized loss (gain) on foreign exchange and other
    
    13(b)
    
    
    (1,075.5
    )
    
    
    55.2
    
    
    
    2.7Change in non-cash working capital
    
    21
    
    
    (67.2
    )
    
    
    (214.0
    )
    
    
    56.6Cash provided by operating activities of continuing operations
    
    
    
    
    866.0
    
    
    
    650.7
    
    
    
    763.7Cash provided by (used in) operating activities of discontinued operations
    
    6
    
    
    
    
    
    
    73.2
    
    
    
    (2.7
    )Investing ActivitiesAcquisitions, net of cash acquired
    
    4(a) & 21
    
    
    (553.0
    )
    
    
    (204.9
    )
    
    
    (1,549.2
    )Expenditures on mining interests
    
    23
    
    
    (1,141.2
    )
    
    
    (871.4
    )
    
    
    (472.2
    )Deposits on mining interest expenditures
    
    23
    
    
    (230.8
    )
    
    
    
    
    
    
    Proceeds from disposition of mining interests, net of cash sold
    
    4(d), (e) & (f)
    
    
    
    
    
    
    216.9
    
    
    
    Proceeds from disposition of Silver Wheaton shares, less cash
    
    4(b) & 18(a)(iii)
    
    
    1,505.1
    
    
    
    
    
    
    
    189.0Silver interests
    
    10
    
    
    
    
    
    
    (57.7
    )
    
    
    (285.4
    )Purchase of securities
    
    
    
    
    (20.4
    )
    
    
    (49.8
    )
    
    
    (98.9
    )Proceeds from sale of securities
    
    
    
    
    0.2
    
    
    
    42.5
    
    
    
    7.8Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    65.0
    
    
    
    (65.0
    )Other
    
    
    
    
    (1.6
    )
    
    
    1.8
    
    
    
    (0.7
    )Cash used in investing activities of continuing operations
    
    
    
    
    (441.7
    )
    
    
    (857.6
    )
    
    
    (2,274.6
    )Cash used in investing activities of discontinued operations
    
    6
    
    
    
    
    
    
    (5.2
    )
    
    
    (0.9
    )Financing ActivitiesLong-term debt borrowings
    
    
    
    
    206.1
    
    
    
    1,406.0
    
    
    
    1,465.0Long-term debt repayments
    
    
    
    
    (845.0
    )
    
    
    (1,266.1
    )
    
    
    (620.0
    )Common shares issued, net
    
    
    
    
    103.8
    
    
    
    70.0
    
    
    
    527.5Shares issued by subsidiaries to non-controlling interests
    
    18(a) & (b)
    
    
    3.9
    
    
    
    39.4
    
    
    
    185.0Dividends paid to common shareholders
    
    
    
    
    (128.7
    )
    
    
    (126.9
    )
    
    
    (79.1
    )Cash provided by (used in) financing activities
    
    
    
    
    (659.9
    )
    
    
    122.4
    
    
    
    1,478.4Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    (12.9
    )
    
    
    1.0
    
    
    
    0.2Decrease in cash and cash equivalents
    
    
    
    
    (248.5
    )
    
    
    (15.5
    )
    
    
    (35.9
    )Cash and cash equivalents, beginning of year
    
    
    
    
    510.8
    
    
    
    526.3
    
    
    
    562.2Cash and cash equivalents, end of year
    
    
    
    $
    262.3
    
    
    $
    510.8
    
    
    $
    526.3
   6




---



##### 



Consolidated Statements of Shareholders Equity
 AccumulatedShare
    
    
    
    
    
    
    
    
    
    
    OtherCommon Shares
    
    
    Purchase
    
    
    Stock
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Warrants
    
    
    Options
    
    
    Earnings
    
    
    Income
    
    
    TotalAt January 1, 2006
    
    
    339,642
    
    
    $
    2,322.5
    
    
    $
    286.8
    
    
    $
    44.5
    
    
    $
    218.1
    
    
    $
    101.9
    
    
    $
    2,973.8Issued pursuant to acquisition of
Glamis Gold Ltd (note 5(a))
    
    
    283,578
    
    
    
    8,140.4
    
    
    
    
    
    
    
    82.1
    
    
    
    
    
    
    
    
    
    
    
    8,222.5Issued pursuant to acquisition of
Virginia Gold Mines Inc (note 5(c))
    
    
    19,310
    
    
    
    398.3
    
    
    
    3.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    401.9Stock options exercised/cancelled and
restricted share units issued and vested
(notes 19(b) and (c))
    
    
    6,523
    
    
    
    96.4
    
    
    
    
    
    
    
    (24.9
    )
    
    
    
    
    
    
    
    
    
    
    71.5Share purchase warrants exercised (note
19(a))
    
    
    54,472
    
    
    
    748.5
    
    
    
    (287.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    461.3Fair value of new warrants issued (note
19(a))
    
    
    
    
    
    
    (38.9
    )
    
    
    38.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair value of stock options and restricted
share units issued and vested (notes
19(b) and (c))
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18.5
    
    
    
    
    
    
    
    
    
    
    
    18.5Share issue costs
    
    
    
    
    
    
    (3.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.7
    )Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79.1
    )
    
    
    
    
    
    
    (79.1
    )Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    408.3
    
    
    
    
    
    
    
    408.3At December 31, 2006
    
    
    703,525
    
    
    
    11,663.5
    
    
    
    42.1
    
    
    
    120.2
    
    
    
    547.3
    
    
    
    101.9
    
    
    
    12,475.0Changes in accounting policies (note 3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.6
    
    
    
    42.2
    
    
    
    51.8At January 1, 2007 as adjusted
    
    
    703,525
    
    
    
    11,663.5
    
    
    
    42.1
    
    
    
    120.2
    
    
    
    556.9
    
    
    
    144.1
    
    
    
    12,526.8Stock options exercised and restricted
share units issued and vested (notes
19(b) and (c))
    
    
    4,812
    
    
    
    109.1
    
    
    
    
    
    
    
    (39.2
    )
    
    
    
    
    
    
    
    
    
    
    69.9Share purchase warrants exercised (note
19(a))
    
    
    14
    
    
    
    0.2
    
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Fair value of stock options and restricted
share units issued and vested (notes
19(b) and (c))
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34.6
    
    
    
    
    
    
    
    
    
    
    
    34.6Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (126.9
    )
    
    
    
    
    
    
    (126.9
    )Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    460.1
    
    
    
    
    
    
    
    460.1Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14.0
    
    
    
    14.0At December 31, 2007
    
    
    708,351
    
    
    
    11,772.8
    
    
    
    42.0
    
    
    
    115.6
    
    
    
    890.1
    
    
    
    158.1
    
    
    
    12,978.6Stock options exercised and restricted
share units issued and vested (notes 19(b) and (c))
    
    
    5,667
    
    
    
    152.2
    
    
    
    
    
    
    
    (48.4
    )
    
    
    
    
    
    
    
    
    
    
    103.8Fair value of stock options and restricted
share units issued and vested (notes 19(b) and (c))
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40.4
    
    
    
    
    
    
    
    
    
    
    
    40.4Shares, options and warrants issued on
Gold Eagle acquisition (note 4(a))
    
    
    15,582
    
    
    
    536.6
    
    
    
    8.0
    
    
    
    6.0
    
    
    
    
    
    
    
    
    
    
    
    550.6Dividends declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (128.7
    )
    
    
    
    
    
    
    (128.7
    )Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,475.6
    
    
    
    
    
    
    
    1,475.6Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61.2
    )
    
    
    (61.2
    )At December 31, 2008
    
    
    729,600
    
    
    $
    12,461.6
    
    
    $
    50.0
    
    
    $
    113.6
    
    
    $
    2,237.0
    
    
    $
    96.9
    
    
    $
    14,959.1
 (note 19) (note 20)




---



##### 



Consolidated Statements of Comprehensive Income  Years Ended December 31
 2008
    
    
    2007
    
    
    2006Net earnings
    
    $
    1,475.6
    
    
    $
    460.1
    
    
    $
    408.3Other comprehensive income (loss):Gain (loss) on available-for-sale securities, net of tax expense of
$0.6 million (2007 - tax
recovery of $7.8 million) (note 13(a))
    
    
    (124.0
    )
    
    
    36.4
    
    
    
    Reclassification adjustment for losses (gains) included in net
earnings, net of tax recovery of
$nil (2007 - $1.2 million) (note 13(a))
    
    
    111.0
    
    
    
    (21.1
    )
    
    
    Adjustment arising from acquisition of Gold Eagle (note 4(a))
    
    
    (29.2
    )
    
    
    
    
    
    
    Adjustment arising from disposition of Silver Wheaton shares (note 4(b))
    
    
    (17.7
    )
    
    
    
    
    
    
    Non-controlling interests
    
    
    (1.3
    )
    
    
    (1.3
    )
    
    
    Other comprehensive income (loss)
    
    
    (61.2
    )
    
    
    14.0
    
    
    
    Comprehensive income
    
    $
    1,414.4
    
    
    $
    474.1
    
    
    $
    408.3
  8




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##### 



Notes to the Consolidated Financial Statements  Years Ended December 31, 2008, 2007 And 2006
 1.
    
    DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONSGoldcorp Inc (Goldcorp or the Company) is a gold producer engaged in gold mining and
related activities including exploration, extraction, processing and reclamation.The Companys assets are comprised of the Red Lake, Porcupine and Musselwhite gold mines in
Canada, the Alumbrera gold/copper mine (37.5% interest) in Argentina, the El Sauzal, Los Filos
and San Dimas gold/silver mines in Mexico, the Marlin gold/silver mine in Guatemala and the
Marigold (66.7% interest) and Wharf gold mines in the United States. Significant development
projects include Cochenour at Red Lake mine, the Peñasquito gold/silver/zinc project in Mexico,
the Éléonore gold project in Canada, the Cerro Blanco gold project in Guatemala and the Pueblo
Viejo gold project (40% interest) in the Dominican Republic. At December 31, 2008, Goldcorp
also owned a 66% interest in Terrane Metals Corp (Terrane), a publicly traded exploration
company.On December 21, 2007, Goldcorp acquired Kinross Gold Corporations 49% interest in the
Porcupine gold mines in northeastern Ontario and its 32% interest in the Musselwhite gold mine
in northwestern Ontario in exchange for Goldcorps 50% interest in the La Coipa silver-gold
mine in Chile and $200 million in cash (note4(c)). Subsequent to this acquisition, Goldcorps
interest in the Porcupine and Musselwhite gold mines increased to 100%.On February 14, 2008, Goldcorp disposed of its remaining 48% interest in Silver Wheaton Corp.
with continuing involvement represented by its contractual requirement to sell silver to Silver
Wheaton from its Peñasquito and San Dimas mines (note4(b)).During the first quarter of 2008, Goldcorps 21% equity interest in Peak Gold Ltd. (Peak
Gold) was reduced to 18% upon exercise of special warrants, at which time the investment was
designated as available-for-sale and valued at fair value. On June 30, 2008, Peak Gold
completed a business combination with Metallica Resources Inc. and New Gold with the new
combined company carrying on as New Gold. As a result, Goldcorps investment in Peak Gold
converted into a 7% ownership of New Gold Ltd. (New Gold) (note4(d)).On September 25, 2008, Goldcorp acquired the net assets of Gold Eagle Mines Ltd. which includes
a gold exploration project southwest of Goldcorps Red Lake mine (note4(a)).
 9




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##### 



2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThese consolidated financial statements have been prepared by the Company in accordance with
Canadian generally accepted accounting principles (Canadian GAAP) using the following
significant accounting policies.
 (a)
    
    Basis of presentation and principles of consolidationThese consolidated financial statements include the accounts of the Company and all of its
subsidiaries. The principal mining properties of Goldcorp and their geographic locations
at December 31, 2008, are listed below:
 Ownership
    
    
    
    Operations andMining properties
    
    Location
    
    interest
    
    Status
    
    development projects ownedRed Lake Gold Mines (Red Lake) (1)
    
    Canada
    
    
    100
    %
    
    Consolidated
    
    Red Lake and Campbell
complexes, Gold Eagle (note 4(a))Porcupine Mine (Porcupine) (1)(5)
    
    Canada
    
    
    100
    %
    
    Consolidated
    
    Porcupine mine, Hollinger
projectMusselwhite Mine (Musselwhite) (1)(5)
    
    Canada
    
    
    100
    %
    
    Consolidated
    
    Musselwhite mineLes Mines Opinaca Ltée (Éléonore) (2)
    
    Canada
    
    
    100
    %
    
    Consolidated
    
    Éléonore gold projectTerrane Metals Corp. (Terrane) (3)
    
    Canada
    
    
    66
    %
    
    Consolidated
    
    Mt Milligan and certain other
Canadian exploration interestsWharf Gold Mine (Wharf)
    
    United States
    
    
    100
    %
    
    Consolidated
    
    Wharf mineMarigold Mining Company (Marigold) (4)
    
    United States
    
    
    66.7
    %
    
    Proportionately
consolidated
    
    Marigold mine, unincorporated
joint ventureSan Dimas Mine (San Dimas)
    
    Mexico
    
    
    100
    %
    
    Consolidated
    
    San Dimas mineLos Filos Mine (Los Filos)
    
    Mexico
    
    
    100
    %
    
    Consolidated, except for
El Limón which is an
equity investment
    
    Los Filos and Nukay mines and
El Limón gold projectMinas de la Alta Pimeria SA de CV (El Sauzal) (4)
    
    Mexico
    
    
    100
    %
    
    Consolidated
    
    El Sauzal mineMinera Peñasquito SA de CV (Peñasquito) (4)
    
    Mexico
    
    
    100
    %
    
    Consolidated
    
    Peñasquito projectMinera Alumbrera Ltd (Alumbrera)
    
    Argentina
    
    
    37.5
    %
    
    Proportionately
consolidated
    
    Alumbrera mine,
Incorporated joint ventureMontana Exploradora de Guatemala SA
(Marlin) (4)
    
    Guatemala
    
    
    100
    %
    
    Consolidated
    
    Marlin mineEntre Mares de Guatemala SA (Cerro Blanco) (4)
    
    Guatemala
    
    
    100
    %
    
    Consolidated
    
    Cerro Blanco projectMinerales Entre Mares de Honduras SA
(San Martin) (4)
    
    Honduras
    
    
    100
    %
    
    Consolidated
    
    San Martin mine (in reclamation)Pueblo Viejo Dominicana Corporation (Pueblo
Viejo) (1)
    
    Dominican Republic
    
    
    40
    %
    
    Equity investment
    
    Pueblo Viejo gold project
 
 (1)
    
    The results of Goldcorp include the Placer Dome assets acquired from Barrick from May 12,
2006 onward (note 5(b)).(2)
    
    The results of Goldcorp include Virginia Gold Mines Inc from March
31, 2006, the date of acquisition, onward (note 5(c)).(3)
    
    The results of Terrane have been
consolidated from July 24, 2006, the date of acquisition (note 18(b)).(4)
    
    The results of
Goldcorp include Glamis Gold Ltd. from November 4, 2006, the date of acquisition, onward (note
5(a)).(5)
    
    The results of Goldcorp include a 51% and 68% interest in Porcupine and Musselwhite
respectively which are proportionately consolidated from May 12, 2006 to December 21, 2007, and
100% consolidated thereafter (notes 5(b) and 4(c)).   10




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##### 



(b)
    
    Use of estimatesThe preparation of consolidated financial statements in conformity with Canadian GAAP requires
that the Companys management make estimates and assumptions about future events that affect
the amounts reported in the consolidated financial statements and related notes to the
financial statements. Actual results may differ from those estimates.Significant estimates used in the preparation of these consolidated financial statements
include, but are not limited to, the recoverability of accounts receivable and investments, the
quantities of material on leach pads and in circuit and of recoverable gold in this material
used in determining the estimated net realizable value of inventories, the proven and probable
ore reserves and resources and the related depletion and amortization of mining interests, the
estimated tonnes of waste material to be mined and the estimated recoverable tonnes of ore from
each mine area, the expected economic lives of and estimated future operating results and net
cash flows from mining interests, the expected costs of reclamation and closure cost
obligations and assumptions used to determine the present value of such obligations and the
related accretion expense, the assumptions used in accounting for stock-based compensation, the
assumptions used in measuring the pension benefit obligation and accrued benefit liability, the
provision for income and mining taxes and composition of future income and mining tax assets
and liabilities and the fair values of assets and liabilities acquired in business
combinations.(c)
    
    Revenue recognitionRevenue from the sale of metals is recognized in the accounts when the significant risks and
rewards of ownership have passed. This is when persuasive evidence of an arrangement exists,
title and insurance risk passes to the buyer, collection is reasonably assured and the price is
reasonable determinable. In circumstances when title is retained to protect the financial
security interests of the seller, revenue is recognized when the significant risks and rewards
of ownership have passed. Revenue from the sale of metals in concentrate may be subject to
adjustment upon final settlement of estimated metal prices, weights, and assays. Adjustments to
revenue for metal prices are recorded monthly and other adjustments are recorded on final
settlement. Refining and treatment charges are netted against revenue for sales of metal
concentrate.(d)
    
    Investment in joint venturesThe Company conducts a portion of its business through joint ventures under which the joint
venture participants are bound by contractual agreements establishing joint control over the
joint ventures. The Company records its proportionate share of assets, liabilities, revenue and
operating costs of the joint ventures.(e)
    
    Investments in entities subject to significant influenceThe Company conducts a portion of its business through equity interests in entities on which it
exercises significant influence. These interests are accounted for under the equity method. The
Companys investment is initially recorded at the consideration amount on the date the equity
interests are acquired. Thereafter, the Company records its equity share of the equity
investees income or loss from operations as an increase or decrease to the carrying amounts of
its investments. These investments are included in mining interests.(f)
    
    Cash and cash equivalentsCash and cash equivalents include cash, and those short-term money market instruments that are
readily convertible to cash with an original term of less than 90 days.(g)
    
    Inventories and stockpiled oreFinished goods, work-in-process, heap leach ore and stockpiled ore are valued at the lower of
average production 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 production
costs to convert the inventories into saleable form.
 11




---



##### 



The recovery of gold from certain oxide ores is achieved through the heap leaching process
at the Peñasquito, Los Filos, Marigold and Wharf mines, and at the former Amapari mine
(note4(d)). Under this method, ore is placed on leach pads where it is treated with a
chemical solution which dissolves the gold contained in the ore. The resulting pregnant
solution is further processed in a plant where the gold is recovered. Production costs are
added to ore on leach pads based on current mining and leaching costs, including
applicable depreciation, depletion and amortization relating to mining interests, and are
removed from ore on leach pads as ounces of gold are recovered at the average cost per
recoverable ounce of gold on the leach pads. Estimates of recoverable gold on the leach
pads are calculated from 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).In-process inventory represents materials that are currently in the process of being
converted into finished goods. The average production cost of finished goods represents
the average cost of in-process inventories incurred prior to the refining process, plus
applicable refining costs and associated royalties.Supplies are valued at the lower of average cost and replacement cost.(h)
    
    Mining interestsMining interests represent capitalized costs of acquisition of production, development and
exploration stage properties, expenditures related to the development of mining
properties, related plant and equipment and expenditures related to economically
recoverable exploration. Capitalized costs for plant and equipment are depreciated using
the straight-line method over their estimated useful lives. Repairs and maintenance of
plant and equipment are expensed as incurred.Costs associated with mining properties are allocated to reserves, resources and
exploration potential. The reserve value is noted as depletable mining properties in Note
9. The value associated with resources and exploration potential is the value beyond
proven and probable reserves which includes amounts assigned from costs of property
acquisitions. The resource value represents 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, as described above. Resource value and exploration potential value are noted as
non-depletable mining properties in Note 9. At least annually or when otherwise
appropriate, and subsequent to its review and evaluation for impairment, value from the
non-depletable category is transferred to the depletable category as a result of an
analysis of the conversion of resources or exploration potential into reserves.Costs related to a property acquisition represent the propertys fair value at the time it
was acquired as an individual asset purchase or as part of a business combination and are
capitalized until the viability of the mineral property is determined. When it is
determined that a property is not economically viable, the capitalized costs are
written-off.Drilling and related costs incurred on sites without an existing mine and on areas outside
the boundary of a known mineral deposit which contains proven and probable reserves are
exploration expenditures and are expensed as incurred to the date
 12




---



##### 



Drilling and related costs incurred to define and delineate a mineral deposit that has not been
classified as proven and probable reserves at a development stage or production stage mine are
capitalized as part of the mineral deposit, in the accounting period when the expenditure is made,
when management determines that there is sufficient evidence that the expenditure will result in a
future economic benefit to the company. Management evaluates the following criteria in its
assessment:
 
    
    Geology: whether or not there is sufficient geologic and economic certainty of being able to
convert a residual mineral deposit into a proven and probable reserve at a development stage or
production stage mine, based on the known geology and metallurgy. A history of conversion of
resources to reserves at operating mines to support the likelihood of conversion.
    
    Scoping: there is a scoping study or preliminary feasibility study that demonstrates the
additional resources will generate a positive commercial outcome. Known metallurgy provides a
basis for concluding there is a significant likelihood of being able to recoup the incremental
costs of extraction and production.
    
    Accessible facilities: mineral property can be processed economically at accessible mining and
processing facilities where applicable.
    
    Life of Mine Plans: an overall life of mine plan and economic model to support the mine and the
economic extraction of resources/reserves 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.
    
    Authorizations: operating permits and feasible environmental programs exist or are obtainable.
 Therefore prior to capitalizing such costs, management determines that the following conditions
have been met:
 
    
    There is a probable future benefit that will contribute to future cash inflows;
    
    The Company can obtain the benefit and control access to it; and
    
    The transaction or event giving rise to the benefit has already occurred.
 Capitalized costs of mining properties are depleted and amortized when commercial production
begins. The value allocated to reserves is depleted on a unit-of-production method based on the
estimated recoverable ounces contained in proven and probable reserves at the mine.Commercial production is deemed to have commenced when management determines that the completion of
operational commissioning of major mine and plant components is completed, operating results are
being achieved consistently for a period of time and that there are indicators that these operating
results will be continued. The Company determines commencement of commercial production based on
the following factors which indicate that planned principal operations have commenced. These would
include one or more of the following:
 (i)
    
    A significant portion of plant/mill capacity is achieved;(ii)
    
    A significant portion of available funding is directed towards operating
activities;(iii)
    
    A pre-determined, reasonable period of time has passed; or(iv)
    
    A development project significant to the primary business objective of the enterprise has
been completed as to significant milestones being achieved.
 Mine development costs incurred to maintain current production are included in earnings. These
costs include the development and access costs (tunneling) of production drifts to develop the ore
body in the current production cycle. The distinction between mining expenditures incurred to
develop new ore bodies and to develop mine areas in advance of current production is mainly the
production timeframe of the mining area. For those areas being developed which will be mined in
 13




---



##### 



future periods, the costs are capitalized and amortized at such time as the related mining
area is mined as compared to current production areas where development costs are expensed
as incurred given that the short-term nature of these expenditures matches the benefit of
the ore being mined.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). During the
development of a mine, stripping costs are capitalized to the related property and
depleted over the productive life of the mine using the unit-of-production method. During
the production phase of a mine, stripping costs incurred to provide access to sources of
reserves that will be produced in future periods that would not have otherwise been
accessible are capitalized to the related property. Stripping costs incurred during the
production phase are depleted on a unit-of-production method over the reserves that
directly benefit from the specific stripping activity. Regular waste removal that does not
give rise to future benefits is expensed as incurred.Interest expense allocable to the costs of developing mining properties and constructing
new facilities are capitalized and included in the carrying amounts of related assets
until mining properties reach commercial production and facilities are ready for their
intended use.Upon sale or abandonment, the carrying amounts of the properties and plant and equipment
and related accumulated depreciation and depletion is removed from the accounts and any
associated gains or losses are included in operations.The Company reviews and evaluates its mining properties for impairment annually or when
events or changes in circumstances indicate that the related carrying amounts may not be
recoverable. Impairment is considered to exist if the total estimated future undiscounted
net cash flows are less than the carrying amount of the related assets. An impairment loss
is measured and recorded based on discounted estimated future net cash flows. Future cash
flows are estimated based on expected future production, commodity prices, operating costs
and capital costs.(i)
    
    GoodwillAcquisitions are accounted for using the purchase method whereby assets and liabilities
acquired are recorded at their fair values as of the date of acquisition and any excess of
the purchase price over such fair values is recorded as goodwill. As of the date of
acquisition, goodwill is allocated to reporting units by determining estimates of the fair
value of each reporting unit and comparing this amount to the fair values of assets and
liabilities in the reporting unit. Goodwill is not amortized.The Company evaluates, on an annual basis, the carrying amount of goodwill to determine
whether current events and circumstances indicate that the carrying amount may no longer
be recoverable. To accomplish this evaluation, the Company estimates the fair values of
its reporting units that include goodwill and compares those fair values to the reporting
units carrying amounts. If the carrying value of a reporting unit exceeds its fair value,
the Company compares the implied fair value of the reporting units goodwill to its
carrying amount, and any excess of the carrying value of goodwill over the implied fair
value is charged to earnings. Assumptions underlying fair value estimates are subject to
significant risks and uncertainties.(j)
    
    Silver interestsContracts for which settlement is called for in silver, the amount of which is based on
production at the mines, are recorded at cost. The cost of this asset is allocated to
reserves, resources and exploration potential. The value allocated to reserves is
depreciated on a unit-of-sale basis over the estimated recoverable reserves at the mine
corresponding to the specific contract. An evaluation of the carrying value of each
contract is undertaken in each reporting period to determine if estimated undiscounted
future net cash flows are less than the carrying value. Estimated undiscounted future net
cash flows are calculated using estimated production, sales prices and purchase costs. If
it is determined that the undiscounted future net cash flows from an
operation are less than the carrying value, a write-down is recorded for the excess amount
with a charge to earnings.
 14




---



##### 



(k)
    
    Income and mining taxesThe Company uses the liability method of accounting for income and mining taxes. Under the
liability method, future 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 and for tax losses and other
deductions carried forward. Upon business acquisitions, the liability method results in a
gross-up of mining interests to reflect the recognition of the future income tax liabilities
for the tax effect of such differences.Future tax assets and liabilities are measured using enacted or substantively enacted tax rates
expected to apply when the asset is realized or the liability settled. A reduction in respect
of the benefit of a future tax asset (a valuation allowance) is recorded against any future tax
asset if it is not more likely than not to be realized. The effect on future tax assets and
liabilities of a change in tax rates is recognized in earnings in the period in which the
change is substantively enacted. Future tax assets and liabilities are monetary assets.
Balances denominated in other than United States dollars (US dollars) are translated into US
dollars using the current exchange rate at the balance sheet date.(l)
    
    Reclamation and closure cost obligationsThe Companys mining and exploration activities are subject to various governmental laws and
regulations relating to the protection of the environment. These environmental regulations are
continually changing and are generally becoming more restrictive. The Company has made, and
intends to make in the future, expenditures to comply with such laws and regulations. The
Company records a liability for the estimated future costs of reclamation and closure of
operating and inactive mines and development projects, including site rehabilitation and
long-term treatment and monitoring costs, discounted to net present value. The present value is
determined using the Companys credit adjusted risk free interest rate. The estimated present
value of asset retirement obligations is re-measured on an annual basis or when changes in
circumstances occur and/or new material information becomes available. Increases or decreases
to the obligation arise due to changes in legal or regulatory requirements; the extent of
environmental remediation required and cost estimates. The present value of the estimated costs
of these changes is recorded in the period in which the change is identified and quantified.
Asset retirement obligations relating to operating mines and development projects are recorded
with a corresponding increase to the carrying amounts of related assets. Asset retirement
obligations related to inactive mines are charged directly to earnings.(m)
    
    Employee pension plansThe Company has various defined contribution and defined benefit pension plans that provide
pension benefits to most of its salaried and hourly employees. The Company does not provide
other post-employment benefits such as health care or life insurance.Pension costs associated with the Companys required contributions under its defined
contribution pension plans are based on a percentage of employees salaries and are charged to
earnings in the year incurred.The Company accrues the costs and related obligations associated with its defined benefit
pension plans based on actuarial computations using the projected benefit obligation method and
managements best estimates of expected plan investment performance, salary escalation, and
other relevant factors. For the purpose of calculating the expected return on plan assets,
those assets are valued at fair value. Cumulative actuarial gains or losses in excess of 10% of
the greater of the accrued benefit obligation and the fair value of plan assets are deferred
and amortized over the expected average remaining service life of the plan participants
(EARSL), which ranges from 4 to 20 years depending on the plan. Past service costs arising
from plan amendments are deferred and amortized on a straight-line basis over EARSL.
 15




---



##### 



(n)
    
    Non-controlling interestsNon-controlling interests exist in less than wholly-owned subsidiaries of the Company and
represent the outside interests share of the carrying values of the subsidiaries. When
the subsidiary company issues its own shares to outside interests, a dilution gain or loss
arises as a result of the difference between the Companys share of the proceeds and the
carrying value of the underlying equity.
 16




---



##### 



(o)
    
    Foreign currency translationThe measurement currency of the Company and its foreign operations is the US dollar and
therefore the operating results of the Companys foreign operations are translated using the
temporal method. Under this method, foreign currency monetary assets and liabilities are
translated into US dollars at the exchange rates prevailing at the balance sheet date;
non-monetary assets denominated in foreign currencies are translated using the rate of exchange
at the transaction date; and foreign exchange gains and losses are included in earnings. In
addition, unrealized gains and losses due to movements in exchange rates on cash and cash
equivalent balances held in foreign currencies are shown separately on the Consolidated
Statements of Cash Flows.Prior to April 1, 2005, the Canadian dollar (C$) was determined to be the measurement
currency of the Companys Canadian operations and these operations were translated into US
dollars until this date using the current rate method whereby all assets and liabilities were
translated into US dollars at the exchange rate prevailing at the balance sheet date; all
revenue and expense items were translated at the average rate of exchange for the period; and
the resulting translation adjustment was recorded as a foreign exchange translation adjustment
(FETA), a separate component of Accumulated Other Comprehensive Income (AOCI). The FETA
balance at December 31, 2008 represents the cumulative translation adjustment to April 1, 2005
and will remain in AOCI until the related foreign operation is disposed of.(p)
    
    Earnings per shareEarnings per share calculations are based on the weighted average number of common shares
issued and outstanding during the year. Diluted earnings per share are calculated using the
treasury stock method, in which the assumed proceeds from the potential exercise of those stock
options, warrants and restricted share units whose average exercise price are below the average
market price of the underlying shares are used to purchase the Companys common shares at their
average market price for the period.(q)
    
    Share-based compensationThe Company applies the fair value method of accounting for all stock option awards. Under this
method, the Company recognizes a compensation expense for all stock options awarded to
employees, officers and consultants based on the fair value of the options on the date of
grant, which is determined using the Black Scholes option pricing model. The fair value of the
options is expensed over the vesting period of the options.Restricted share units (RSUs) granted to employees and directors are settled in equity and
are measured based on the market value for the underlying shares at the date of grant. The
value of the RSUs are recognized as compensation expense over their vesting periods.(r)
    
    Financial instrumentsThe Companys financial instruments consist of cash, short-term money market investments,
marketable securities, accounts receivable, investments in equity securities and warrants,
accounts payable and accrued liabilities, long-term debt and copper forward contracts. Cash and
short-term money market investments are classified as held-for-trading and recorded at fair
value. Accounts receivable are classified as loans and receivables. Marketable securities and
investments in equity securities are classified as available-for-sale because the Company does
not hold these securities for the purpose of trading. Assets classified as available-for-sale
are measured at fair value with mark-to-market gains and losses excluded from net income and
included in other comprehensive income until such gains or losses are realized or an other than
temporary decline in fair value is determined to have occurred. Factors that contribute to an
other than temporary decline in fair value of an available-for-sale investment in equity
securities include a significant and prolonged decline in fair value below its cost and
significant changes with adverse effects that have taken place in the market, economic and
legal environments in which the issuer operates. The fair value of marketable securities and
investments in equity securities are based on quoted market prices.
 17




---



##### 



Warrants held by the Company are for long-term investment purposes, however, due to their
nature meet the definition of a derivative and are classified as held-for-trading.
Held-for-trading financial assets are measured at fair value with mark-to-market gains and
losses recorded in earnings in the period they occur. Fair values of warrants held are
estimated using the Black-Scholes option pricing model.Accounts payable and accrued liabilities and long-term debt are classified as other
financial liabilities. Financial assets classified as loans and receivables and other
financial liabilities are measured at amortized cost using the effective interest method
of amortization. Goldcorp uses copper forward contracts to mitigate the risk of copper
price changes on copper sales at Alumbrera. These contracts meet the definition of a
derivative and do not meet the criteria for hedge accounting and consequently are measured
at their fair values with changes in fair values recorded in earnings in the period they
occur. Fair values of these contracts are estimated by reference to quoted market prices
for actual or similar instruments where available.Transaction costs are expensed when they are incurred, unless they are directly
attributable to the acquisition or construction of qualifying assets, which are assets
that necessarily take a substantial period of preparation for their intended use or sale,
in which case they are added to the cost of those assets until such time as the assets are
substantially ready for their intended use or sale.The Company employs foreign currency forward and options contracts, from time to time, to
manage exposure to fluctuations in foreign currency exchange rates. At December 31, 2008
and 2007, there were no such contracts outstanding.
 3.
    
    CHANGES IN ACCOUNTING POLICIESAccounting Policies Implemented Effective January 1, 2007On January 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants
(CICA)s new Handbook Sections 1530  Comprehensive Income, 3251  Equity, 3855  Financial
Instruments  Recognition and Measurement, 3861  Financial Instruments  Disclosure and
Presentation and 3865  Hedges, which address the classification, recognition and measurement
of financial instruments in the financial statements and the inclusion of other comprehensive
income (OCI) and establish the standards for hedge accounting. As a result of adopting these
new standards: the Company recorded a non-cash increase of $12.3 million to opening marketable
securities, a non-cash increase of $58.3 million to opening investments, a non-cash increase of
$12.5 million to future income and mining taxes, a non-cash increase of $15.9 million to
non-controlling interests, a non-cash pre-tax increase of $54.7 million in AOCI ($42.2 million
net of tax) for the change in accounting for financial assets classified as available-for-sale
and measured at fair value instead of cost, and the retroactive reclassification to AOCI of
$101.9 million in cumulative unrealized foreign exchange translation adjustments; a non-cash
increase of $12.2 million to opening investments, a non-cash decrease of $1.4 million to future
income and mining taxes, a non-cash increase of $2.5 million to non-controlling interests and a
non-cash increase of $11.1 million to opening retained earnings for the change in accounting
for derivatives classified as held-for-trading and measured at fair value instead of cost; and
a non-cash decrease of $1.5 million to opening retained earnings for the change in accounting
for debt financing costs.
 18




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##### 



Accounting Policies Implemented Effective January 1, 2008On January 1, 2008, the Company adopted three new presentation and disclosure standards issued
by the CICA. The new CICA Handbook Sections 3862   Financial Instruments  Disclosure  and 3863
   Financial Instruments  Presentation  which replaced Section 3861   Financial Instruments 
Disclosure and Presentation  (Section 3861) incorporate many of the disclosure requirements of
Section 3861, but place an increased emphasis on disclosure about risks, including both
qualitative and quantitative information about the risk exposures arising from financial
instruments  (note   13(b)). The new CICA Handbook Section 1535   Capital Disclosures  establishes
disclosure requirements about the Companys objectives, policies and processes for managing
capital, quantitative data about what the Company regards as capital, whether the Company has
complied with the capital requirements and, if the entity has not complied, the consequences of
such non-compliance  (note 17).The new CICA Handbook Section 3031   Inventories  (Section 3031), which replaced CICA Handbook
Section 3030   Inventories, establishes standards for the measurement and disclosure of
inventories. The new standard provides more extensive guidance on the determination of cost,
including allocation of overhead and requires impairment testing. The adoption of Section 3031
did not result in a material impact on the Companys consolidated financial position and
results of operations. The amount of inventories recognized as an expense during the period is
included in operating expenses in the Consolidated Statements of Earnings.On July 1, 2008, the Company adopted EIC 172   Income Statement Presentation Of A Tax Loss
Carryforward Recognized Following An Unrealized Gain Recorded In Other Comprehensive Income
(EIC 172). EIC 172 requires that the tax benefit from the recognition of previously
unrecognized tax loss carryforwards, consequent to the recording of unrealized gains on
available-for-sale financial assets in other comprehensive income be recognized in net income.
The adoption of EIC 172 did not result in a material impact on the Companys consolidated
financial statements.Accounting Policies to be Implemented Effective January 1, 2009In February 2008, the CICA issued a new Handbook Section 3064   Goodwill and Intangible Assets
(Section 3064), which replaces CICA Handbook Sections 3062   Goodwill and Other Intangible
Assets  (Section 3062) and 3450   Research and Development Costs. Various changes have been
made to other sections of the CICA Handbook for consistency purposes. Section 3064 establishes
standards for the recognition, measurement, presentation and disclosure of goodwill subsequent
to its initial recognition and of intangible assets. Standards concerning goodwill are
unchanged from the standards included in Section 3062. The new Section is applicable to the
Companys financial statements for its fiscal year beginning January 1, 2009. The adoption of
this section in 2009 will not have a material impact to the Companys consolidated financial
statements.Accounting Policies to be Implemented Effective January 1, 2011In January 2009, the CICA issued Handbook Sections 1582   Business Combinations  (Section
1582), 1601   Consolidated Financial Statements  (Section 1601) and 1602   Non-controlling
Interests  (Section 1602) which replaces CICA Handbook Sections 1581   Business Combinations
and 1600   Consolidated Financial Statements.  Section 1582 establishes standards for the
accounting for business combinations that is equivalent to the business combination accounting
standard under International Financial Reporting Standards (IFRS). Section 1582 is applicable
for the Companys business combinations with acquisition dates on or after January 1, 2011.
Early adoption of this Section is permitted. Section 1601 together with Section 1602
establishes standards for the preparation of consolidated financial statements. Section 1601
is applicable for the Companys interim and annual consolidated financial statements for its
fiscal year beginning January 1, 2011. Early adoption of this Section is permitted. If the
Company chooses to early adopt any one of these Sections, the other two sections must also be
adopted at the same time.
 19




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##### 



International Financial Reporting StandardsIn February, the Canadian Accounting Standards Board confirmed that publicly accountable
enterprises will be required to adopt IFRS for fiscal years beginning on or after January 1,
2011, with earlier adoption permitted. Accordingly, the conversion to IFRS will be applicable
to the Companys reporting no later than in the first quarter of 2011, with restatement of
comparative information presented. The conversion to IFRS will impact the Companys accounting
policies, information technology and data systems, internal control over financial reporting,
and disclosure controls and procedures. The transition may also impact business activities,
such as foreign currency and hedging activities, certain contractual arrangements, debt
covenants, capital requirements and compensation arrangements.During the fourth quarter of 2008, the Company commenced the scoping and planning phase of its
changeover plan. The Company has designated the appropriate resources to the project to develop
an effective plan and will continue to assess resource and training requirements as the project
progresses. The Company has identified the following four phases of its conversion plan:
scoping and planning, detailed assessment, operations implementation and post implementation.
The scoping and planning phase involves establishing a project management team, mobilizing
organizational support for the conversion plan, obtaining stakeholder support for the project,
identifying major areas affected and developing a project charter, implementation plan and
communication strategy. The Company has substantially completed the scoping and planning phase.
The detailed assessment phase (phase 2) will result in accounting policies and transitional
exemptions decisions, quantification of financial statement impact, preparation of shell
financial statements and identification of business processes and resources impacted. The
operations implementation phase (phase 3) includes the design of business, reporting and
system processes to support the compilation of IFRS compliant financial data for the opening
balance sheet at January 1, 2010, fiscal 2010 and thereafter. Phase 3 also includes ongoing
training, testing of the internal control environment and updated processes for disclosure
controls and procedures. Post implementation (phase 4) will include sustainable IFRS
compliant financial data and processes for fiscal 2011 and beyond. The Company will continue to
monitor changes in IFRS throughout the duration of the implementation process and assess their
impacts on the Company and its reporting.
 20




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##### 



4.
    
    ACQUISITION AND DISPOSITION OF MINING INTERESTS
 (a)
    
    Asset Acquisition  Gold Eagle Mines Ltd.On September 25, 2008, the Company completed its acquisition of Gold Eagle Mines Ltd.
(Gold Eagle) pursuant to a plan of arrangement. Gold Eagles 100% owned property in the
Red Lake camp is host to the Bruce Channel Discovery, a gold exploration project southwest
of Goldcorps Red Lake mine and contiguous to its Cochenour-Willans Project. The
acquisition secures control of eight kilometres of strike length along the prolific Red
Lake trend in Ontario, Canada.Upon the closing of the transaction, Goldcorp paid $701.3 million in cash and issued 15.6
million common shares, 0.6 million stock options and 0.8 million warrants to former Gold
Eagle shareholders. The common shares were valued at the September 25, 2008 closing price
of Goldcorp shares on the TSX (C$35.60), and the warrants and options were valued at fair
value using the Black-Scholes option pricing model.The transaction was accounted for as an asset purchase for accounting purposes with the
final purchase price allocated as follows:
 Purchase price:Cash paid
    
    $
    701.315.6 million common shares issued
    
    
    536.60.6 million stock options issued
    
    
    6.00.8 million warrants issued
    
    
    8.0Original cost of Gold Eagle shares owned prior to the closing of the transaction
    
    
    26.7Transaction costs
    
    
    8.2$
    1,286.8Net assets acquired:Cash and cash equivalents
    
    $
    148.3Non-cash operating working capital
    
    
    (2.5
    )Mining interests
    
    
    1,604.5Future income tax liabilities
    
    
    (463.5
    )$
    1,286.8
 At the date of acquisition, the cumulative mark-to-market gain on Gold Eagle shares owned
prior to the transaction and classified as available-for-sale investments of $29.2 million
was removed from other comprehensive income and netted against the total purchase price
(note13(a)). The assets and liabilities acquired have been assigned to and included in
the Red Lake reporting unit.(b)
    
    Disposition of Silver Wheaton SharesOn February 14, 2008, Goldcorp disposed of its 108 million common shares of Silver Wheaton
(48% interest) to a syndicate of underwriters at a price of C$14.50 per common share, for
gross proceeds of $1,571.0 million.After deducting the book value of the Silver Wheaton shares ($546.0 million) and
transaction costs ($55.7 million), the Company had excess consideration of $969.3 million
on the sale of its Silver Wheaton shares of which $292.5 million was recorded in net
earnings in the first quarter of 2008. This amount represents the portion of the gain
related to the third party silver arrangements between Silver Wheaton and Zinkgruvan,
Yauliyacu and Stratoni ($279.4 million),
the realization of $17.7 million of accumulated OCI related to Silver Wheatons
investments less $4.6 million of other liabilities. The sale of the Silver Wheaton shares
resulted in an income tax liability for the Company of $156 million, which was recorded as
a future income tax expense in the first quarter of 2008.
 21




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##### 



As a result of the Company having contracts to sell silver to Silver Wheaton from San
Dimas, Los Filos and Peñasquito at approximately $4 per ounce, the remaining $689.9
million of excess consideration has been deferred and applied as a reduction to mining
properties, plant and equipment at San Dimas, Los Filos and Peñasquito ($479.4 million,
$26.5 million and $184.0 million, respectively). In addition, the book values of the San
Dimas and Peñasquito silver interests attributable to Silver Wheaton was applied as a
reduction to mining properties, plant and equipment at San Dimas and Peñasquito ($310.6
million and $504.3 million, respectively).The Company realized proceeds net of cash held by Silver Wheaton of $1,505.1 million
(proceeds of $1,571.0 million less transaction costs of $55.7 million and cash held by
Silver Wheaton of $10.2 million).The results of Silver Wheaton were consolidated prior to this disposition (note 18(a)). As
a result of Goldcorps continuing cash flows with Silver Wheaton arising from the San
Dimas, Los Filos and Peñasquito silver arrangements, Silver Wheaton has not been
classified as a discontinued operation in these consolidated financial statements.(c)
    
    Acquisition of 100% Interest in Porcupine and Musselwhite and Disposition of Interest in
La CoipaOn December 21, 2007, Goldcorp acquired Kinross Gold Corporations 49% interest in the
Porcupine gold mine in northeastern Ontario and its 32% interest in the Musselwhite gold
mine in northwestern Ontario in exchange for Goldcorps 50% interest in the La Coipa
silver-gold mine in Chile and $200 million in cash plus closing adjustments.The La Coipa operations were reclassified as discontinued operations in the 2007
consolidated financial statements (note 6), with restatement from May 12, 2006, the date
of acquisition (note5(b)). A gain of $46.4 million was recognized on the disposition in
the fourth quarter of 2007.Goldcorps interests in Porcupine and Musselwhite are included in these consolidated
financial statements at 51% and 68%, respectively, from May 12, 2006 to December 21, 2007
and at 100% thereafter.The acquisition of the remaining interests in Porcupine and Musselwhite was accounted for
as a step purchase transaction, with the purchase price allocated as follows:
 Purchase price:Cash paid
    
    $
    206.550% interest in La Coipa
    
    
    100.0Transaction costs
    
    
    5.7$
    312.2Net assets acquired:Cash and cash equivalents
    
    $
    1.6Non-cash operating working capital
    
    
    10.3Mining interests
    
    
    345.8Other assets
    
    
    11.9Future income tax liabilities
    
    
    (7.7
    )Reclamation and closure cost obligations
    
    
    (46.1
    )Other liabilities
    
    
    (3.6
    )$
    312.2
 Prior to the closing of the above transaction, the Porcupine Joint Venture disposed of a
property consisting of a decommissioned mine and mill in Timmins, Ontario. Goldcorp
recognized a gain of $10.8 million from the sale of this property. For the purpose of
these consolidated financial statements, the purchase price was allocated to the fair
values of assets acquired and liabilities assumed based on managements best estimates and
taking into account all available information at the time of acquisition. This process was
performed in accordance with Emerging Issues Committee Abstract 152.
 22




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##### 



(d)
    
    Disposition of Amapari and Peak MinesDuring April 2007, Goldcorp closed its transaction to sell the Amapari and Peak mines to Peak
Gold in exchange for $200 million in cash and $100 million in share considerations, resulting
in a pre-tax gain of $40.2 million ($6.5 million, net of tax). Goldcorp owned approximately 22%
of Peak Gold on close of the transaction. The Amapari and Peak mines were not classified as
discontinued operations in 2007 as Goldcorp continued at the time to have a significant
influence through its equity interest in Peak Gold.Summary of assets and liabilities sold:
 Net assets sold:Cash and cash equivalents
    
    $
    6.1Non-cash operating working capital
    
    
    16.9Mining interests
    
    
    284.1Other assets
    
    
    7.3Future income and mining taxes
    
    
    (35.5
    )Reclamation and closure cost obligations
    
    
    (18.2
    )Other liabilities
    
    
    (1.9
    )$
    258.8Net proceeds:Cash
    
    $
    200.0Common shares of Peak Gold
    
    
    100.0Selling costs
    
    
    (1.0
    )$
    299.0
 The Company recorded a $174.7 million write-down in 2006 of its mining interests in
Amapari as a result of a revision downward of its proven and probable reserves to 485,000
ounces of gold as at December 31, 2006.Goldcorps interest in Peak Gold was reduced to 18% in the first quarter of 2008 upon the
exercise of special warrants issued by Peak Gold in November 2007. Goldcorp lost
significant influence over Peak Gold during the second quarter of 2008, at which time the
investment was classified as available-for-sale and valued at fair value. On June 30,
2008, Peak Gold completed a business combination with Metallica Resources Inc. and New
Gold Inc. (New Gold), with the combined company carrying on as New Gold. Former Peak
Gold shareholders received 0.1 common share of New Gold and $0.0001 in cash for each
common share of Peak Gold, which resulted in Goldcorp owning 7% of New Gold. The
investment in New Gold is classified as available-for-sale (note13(a)).(e)
    
    During the fourth quarter of 2008, the Company sold certain mining interests in exchange
for reclamation and closure cost obligations assumed by the purchaser and recognized a gain of
$2.6 million ($ 0.5 million, net of tax).(f)
    
    On February 1, 2007, a wholly owned subsidiary of Goldcorp completed the sale of other
mining interests for cash of $24 million and $2 million in common shares of an investment
which was classified as available-for-sale. The proceeds received approximated the net book
value of the mining interests sold.
 23




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##### 



5.
    
    BUSINESS COMBINATIONS
 (a)
    
    Glamis Gold LtdOn August 31, 2006, Goldcorp and Glamis Gold Ltd (Glamis) announced that their respective
boards of directors had agreed to combine Goldcorp and Glamis. The transaction was approved
by Glamis shareholders on October 26, 2006 and closed on November 4, 2006. Each Glamis
common share was exchanged for 1.69 Goldcorp common shares and C$0.0001 in cash. All
outstanding Glamis stock appreciation rights (''SARs) were exercised by the holders into
Glamis shares such that holders of the SARs received Goldcorp shares and cash at the same
share exchange ratio. Each Glamis stock option, which previously gave the holder the right
to acquire shares in the common stock of Glamis when presented for execution, was exchanged
for a stock option which gives the holder the right to acquire shares in the common stock
of Goldcorp on the same basis as the exchange of Glamis common shares for Goldcorp common
shares.The business combination was accounted for using the purchase method of accounting, with
Goldcorp being identified as the acquirer and Glamis as the acquiree. These consolidated
financial statements include the operating results of Glamis since November 4, 2006.The cost of the acquisition includes the fair value of the Goldcorp shares issued and is
based on the deemed issuance of 283.2 million Goldcorp common shares at $28.71 per share,
plus SARs of Glamis exercised for 0.4 million common shares of Goldcorp at $28.71 per
share, plus 2.8 million stock options of Glamis exchanged for 4.7 million stock options of
Goldcorp with a fair value of $82.1 million, plus Goldcorps transaction costs of $20.0
million, equaling a total purchase price of $8.2 billion. The price of the Goldcorp common
shares was calculated as the average share price of Goldcorp common shares two days before,
the day of, and two days after the date of announcement. The stock options were valued
using the Black-Scholes option pricing model.The allocation of the purchase price was finalized in the fourth quarter of 2007, which
resulted in an $837.9 million increase in the amount initially recorded for mining
interests, a $524.6 million decrease to goodwill, a $354.7 million increase in future
income tax liabilities and a net increase in other balances of $41.4 million.The final allocation of the purchase price was as follows:
 Purchase price:283.2 million common shares issued and cash paid
    
    $
    8,129.00.4 million common shares issued on exercise of Glamis SARs
    
    
    11.44.7 million stock options issued in exchange for Glamis stock options
    
    
    82.1Transaction costs
    
    
    20.0$
    8,242.5Net assets acquired:Cash and cash equivalents
    
    $
    73.3Current assets
    
    
    71.4Mining interests
    
    
    10,624.1Other assets
    
    
    29.0Current liabilities
    
    
    (63.8
    )Long-term debt
    
    
    (80.0
    )Future income tax liabilities, net
    
    
    (2,659.7
    )Reclamation and closure cost obligations
    
    
    (34.9
    )Goodwill
    
    
    283.1$
    8,242.5
 24




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##### 



For the purpose of these consolidated financial statements, the purchase price was allocated to
the fair values of assets acquired and liabilities assumed, with goodwill assigned to a
specific reporting unit, based on managements best estimates, and also taking into account all
available information at the time of acquisition and when the allocation was finalized. This
process was performed in accordance with Emerging Issues Committee Abstract 152. The amount
allocated to goodwill is not deductible for tax purposes.An independent valuation of the significant assets acquired was completed in the fourth quarter
of 2007, supporting managements allocation of the purchase price.(b)
    
    Placer Dome Inc Mining AssetsOn October 30, 2005, Goldcorp entered into an agreement with Barrick Gold Corporation
(Barrick) to acquire certain of Placer Dome Incs (Placer Dome) Canadian and other mining
assets and interests upon Barricks successful acquisition of Placer Dome. On March 15, 2006,
Barrick acquired 100% of the outstanding shares of Placer Dome for approximately $10.0 billion
in shares and cash. On May 12, 2006, Goldcorp completed the agreement with Barrick for cash of
approximately $1.6 billion. The acquisition was funded with a $250 million advance payment paid
in January 2006 from cash on hand. The remainder was paid upon closing by drawing down on
credit facilities (note12(b))in the amount of $1.3 billion and cash on hand. Goldcorp
acquired Placer Domes interests in the Campbell (100%), Porcupine (51%) and Musselwhite (68%)
gold mines in Canada, and the La Coipa (50%) silver-gold mine in Chile. Goldcorp also acquired
a 40% interest in the Pueblo Viejo gold development project in the Dominican Republic, together
with Placer Domes interests in its Canadian exploration properties, including the Mount
Milligan copper/gold deposit in British Columbia. On July 24, 2006, Goldcorp sold certain of
these Canadian exploration interests to Terrane (note18(b)). On December 21, 2007, Goldcorp
acquired the remaining 49% and 32% interests in the Porcupine and Musselwhite gold mines and
disposed of its interest in the La Coipa silver-gold mine (note4(c)).This business combination was accounted for using the purchase method of accounting, with
Goldcorp identified as the acquirer and the Placer Dome operations as the acquiree. These
consolidated financial statements include the results of the Placer Dome operations since May
12, 2006.The allocation of the purchase price of the Placer Dome operations was as follows:
 Purchase price:Cash paid
    
    $
    1,593.4Transaction costs
    
    
    10.0$
    1,603.4Net assets acquired:Current assets
    
    $
    69.8Mining interests
    
    
    1,653.7Other assets
    
    
    16.1Current liabilities
    
    
    (51.7
    )Future income tax liabilities
    
    
    (353.3
    )Reclamation and closure cost obligations
    
    
    (129.2
    )Other liabilities
    
    
    (6.4
    )Goodwill
    
    
    404.4$
    1,603.4
 For the purpose of these consolidated financial statements, the purchase price was allocated to the
fair values of assets acquired and liabilities assumed, with goodwill assigned to a specific
reporting unit, based on managements best estimates and taking into account all available
information at the time of acquisition.
This process was performed in accordance with Emerging Issues Committee Abstract 152. The amount
allocated to goodwill is not deductible for tax purposes.
 25




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##### 



An independent valuation of the significant assets acquired was completed in February 2007,
supporting managements allocation of the purchase price.(c)
    
    Virginia Gold Mines IncOn March 31, 2006, the Company completed the acquisition of Virginia Gold Mines Inc
(Virginia) which includes the Éléonore gold project in Canada. Goldcorp issued 19.3
million common shares at a price of $20.63 per share. This issue price is the five-day
average share price of Goldcorp common shares at December 5, 2005, the date of
announcement.Under the agreement, shareholders of Virginia received 0.4 of a Goldcorp common share and
0.5 of a share in a new public exploration company, Virginia Mines Inc (New Virginia),
for each issued and outstanding Virginia share.This acquisition was accounted for as a business combination using the purchase method of
accounting with Goldcorp identified as the acquirer and Virginia as the acquiree.The allocation of the purchase price of Virginia was as follows:
 Purchase price:19.3 common shares issued
    
    $
    398.3Share purchase warrants of Virginia exercisable into Goldcorp
common shares at a conversion rate of 0.4
shares per warrant
    
    
    3.6Transaction costs
    
    
    4.0$
    405.9Net assets acquired:Current assets
    
    $
    1.2Mining interest
    
    
    692.0Current liabilities
    
    
    (0.9
    )Future income tax liabilities
    
    
    (286.4
    )$
    405.9
 26




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##### 



6.
    
    DISCONTINUED OPERATIONSAs a result of the sale of Goldcorps interest in the La Coipa silver-gold mine in the fourth
quarter of 2007 (note4(c)), the results of La Coipa, previously disclosed as a separate
operating segment, were retroactively reclassified as discontinued operations in the 2007
consolidated financial statements.Selected financial information of discontinued operations included in the Consolidated
Statements of Earnings and the Consolidated Statements of Cash Flows for the years ended
December 31 are as follows:
 2007
    
    
    2006Earnings from discontinued operationsRevenues
    
    $
    128.8
    
    
    $
    60.6Earnings from discontinued operations
    
    
    56.6
    
    
    
    8.5Interest and other income
    
    
    0.9
    
    
    
    0.3Income taxes
    
    
    (19.2
    )
    
    
    (1.1
    )38.3
    
    
    
    7.7Gain on disposition (net of tax  $nil)
    
    
    46.4
    
    
    
    $
    84.7
    
    
    $
    7.7Earnings per share from discontinued operationsBasic and diluted
    
    $
    0.12
    
    
    $
    0.02Cash flows of discontinued operationsOperating activities
    
    $
    73.2
    
    
    $
    (2.7
    )Investing activities
    
    
    (5.2
    )
    
    
    (0.9
    )$
    68.0
    
    
    $
    (3.6
    )
 7.
    
    INVENTORIES AND STOCKPILED ORE
 At December 31
    
    2008
    
    
    2007Supplies
    
    $
    106.9
    
    
    $
    77.4Finished goods
    
    
    15.0
    
    
    
    20.4Work in process
    
    
    40.8
    
    
    
    51.0Heap leach ore
    
    
    64.7
    
    
    
    43.0Stockpiled ore
    
    
    91.4
    
    
    
    75.8318.8
    
    
    
    267.6Less: non-current heap leach inventory and stockpiled ore
    
    
    (92.6
    )
    
    
    (76.2
    )$
    226.2
    
    
    $
    191.4
 The San Martin mine ended its mining process in October 2007 and commenced reclamation
activities at that time. For the year ended December 31, 2008, the Company recorded an $8.0
million write-down of heap leach inventory relating to the San Martin mine which is included in
operating expenses.Stockpiled oreThe majority of the low-grade stockpiled ore is located at Alumbrera and is forecasted to be
drawn down throughout the remainder of the mine life, until 2017. The portion that is to be
processed over a period exceeding twelve months is classified as long-term.
 27




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##### 



8.
    
    OTHER CURRENT ASSETS
 At December 31
    
    2008
    
    
    2007Current derivative asset (note 13(a))
    
    $
    
    
    
    $
    7.9Prepaid expenses and other
    
    
    13.6
    
    
    
    7.4Sales/indirect taxes recoverable
    
    
    52.6
    
    
    
    $
    66.2
    
    
    $
    15.3
 9.
    
    MINING INTERESTS
 2008
    
    
    2007Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulateddepreciation
    
    
    
    
    
    
    
    
    
    
    depreciationAt December 31
    
    Cost
    
    
    and depletion
    
    
    Net
    
    
    Cost
    
    
    and depletion
    
    
    NetMining properties
    
    $
    15,872.6
    
    
    $
    (792.5
    )
    
    $
    15,080.1
    
    
    $
    15,564.3
    
    
    $
    (532.0
    )
    
    $
    15,032.3Plant and equipment
    
    
    2,448.2
    
    
    
    (465.8
    )
    
    
    1,982.4
    
    
    
    1,790.9
    
    
    
    (370.4
    )
    
    
    1,420.5$
    18,320.8
    
    
    $
    (1,258.3
    )
    
    $
    17,062.5
    
    
    $
    17,355.2
    
    
    $
    (902.4
    )
    
    $
    16,452.8
 A summary by property of the net book value is as follows:
 Mining propertiesNon-
    
    
    
    
    
    
    Plant andAt December 31
    
    Depletable
    
    
    depletable
    
    
    Total
    
    
    equipment
    
    
    2008
    
    
    2007Red Lake (a)(k)
    
    $
    354.0
    
    
    $
    2,127.2
    
    
    $
    2,481.2
    
    
    $
    291.8
    
    
    $
    2,773.0
    
    
    $
    1,170.6Porcupine
(a)(h)(l)
    
    
    67.6
    
    
    
    191.0
    
    
    
    258.6
    
    
    
    182.9
    
    
    
    441.5
    
    
    
    512.9Musselwhite (a)(h)
    
    
    56.0
    
    
    
    154.7
    
    
    
    210.7
    
    
    
    126.6
    
    
    
    337.3
    
    
    
    329.6Éléonore gold project
    
    
    
    
    
    
    805.3
    
    
    
    805.3
    
    
    
    
    
    
    
    805.3
    
    
    
    728.0Terrane (c)
    
    
    
    
    
    
    189.5
    
    
    
    189.5
    
    
    
    
    
    
    
    189.5
    
    
    
    171.7Wharf
    
    
    15.1
    
    
    
    
    
    
    
    15.1
    
    
    
    6.4
    
    
    
    21.5
    
    
    
    5.4Marigold (b)
    
    
    50.6
    
    
    
    115.8
    
    
    
    166.4
    
    
    
    40.0
    
    
    
    206.4
    
    
    
    202.5San Dimas (d)(e)
    
    
    15.0
    
    
    
    
    
    
    
    15.0
    
    
    
    3.9
    
    
    
    18.9
    
    
    
    780.2Los Filos (e)
    
    
    286.6
    
    
    
    169.1
    
    
    
    455.7
    
    
    
    267.8
    
    
    
    723.5
    
    
    
    739.1El Sauzal (b)
    
    
    101.2
    
    
    
    154.0
    
    
    
    255.2
    
    
    
    17.2
    
    
    
    272.4
    
    
    
    359.6Peñasquito (b)(d)(i)
    
    
    
    
    
    
    8,570.2
    
    
    
    8,570.2
    
    
    
    744.5
    
    
    
    9,314.7
    
    
    
    9,477.4Mexican exploration projects
    
    
    
    
    
    
    167.3
    
    
    
    167.3
    
    
    
    
    
    
    
    167.3
    
    
    
    166.8Alumbrera
    
    
    360.0
    
    
    
    
    
    
    
    360.0
    
    
    
    206.1
    
    
    
    566.1
    
    
    
    616.3Marlin (b)
    
    
    448.8
    
    
    
    286.8
    
    
    
    735.6
    
    
    
    66.7
    
    
    
    802.3
    
    
    
    823.0Cerro Blanco (b)
    
    
    
    
    
    
    44.4
    
    
    
    44.4
    
    
    
    3.2
    
    
    
    47.6
    
    
    
    35.7Corporate and other (m)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.3
    
    
    
    23.3
    
    
    
    10.4$
    1,754.9
    
    
    $
    12,975.3
    
    
    $
    14,730.2
    
    
    $
    1,980.4
    
    
    $
    16,710.6
    
    
    $
    16,129.2Equity InvestmentsPueblo Viejo (a)(f)
    
    
    
    
    
    
    262.1
    
    
    
    262.1
    
    
    
    
    
    
    
    262.1
    
    
    
    133.7El Limón project (f)
    
    
    
    
    
    
    87.8
    
    
    
    87.8
    
    
    
    2.0
    
    
    
    89.8
    
    
    
    89.8Peak Gold (g)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.1
    
    
    
    349.9
    
    
    
    349.9
    
    
    
    2.0
    
    
    
    351.9
    
    
    
    323.6$
    1,754.9
    
    
    $
    13,325.2
    
    
    $
    15,080.1
    
    
    $
    1,982.4
    
    
    $
    17,062.5
    
    
    $
    16,452.8
 28




---



##### 



At December 31
    
    2008
    
    
    2007Red Lake (a)
    
    $
    404.4
    
    
    $
    404.4Peñasquito (b)
    
    
    283.1
    
    
    
    283.1Los Filos
    
    
    74.3
    
    
    
    74.3Silver Wheaton (j)
    
    
    
    
    
    
    53.8$
    761.8
    
    
    $
    815.6
 (a)
    
    The net book values include the purchase price allocated according to the fair values of the
Placer Dome mining assets acquired (note5(b)).(b)
    
    The net book values include the purchase price allocated according to the fair values of the
Glamis mining assets acquired (note5(a)).(c)
    
    The net book values include the fair values of Terranes mining interests acquired (note
18(b)).(d)
    
    Included in the carrying value of the San Dimas and Peñasquito mines at December 31, 2007 is
the value of mining properties attributable to the Silver Wheaton silver contract which were $204.8
million for San Dimas and $504.3 for Peñasquito (note10(a)). As a result of the disposition of
Silver Wheaton (note4(b)), this amount at December 31, 2008 is $nil.(e)
    
    San Dimas was formerly reported as Luismin and included the Nukay mine, which is now included
with Los Filos. The comparative period has been reclassified.(f)
    
    The equity investments in these exploration/development stage properties have no current
operations. The recorded value represents the fair value of the property at the time they were
acquired, plus subsequent expenditures which have been invested in property development.(g)
    
    In April 2007, the Company completed its transaction to dispose of the Amapari and Peak mines
for a 22% interest in Peak Gold. The Companys interest was reduced in the first quarter of 2008
and significant influence was lost during the second quarter of 2008, at which time the interest
was reclassified to available-for-sale investments (notes4(d)and13(a)).(h)
    
    On December 21, 2007, the Company acquired the remaining 49% and 32% interest in Porcupine and
Musselwhite, respectively (note4(c)), and, as a result, the mining interests at December 31, 2007
and 2008 reflect the Companys 100% ownership of those assets.(i)
    
    The Company capitalized $1.4 million of interest in 2008
(2007  $10.9 million) related to the
Peñasquito project.(j)
    
    In February 2008, the Company completed the sale of its interest in Silver Wheaton (note4(b)).(k)
    
    On September 25, 2008, the Company completed its acquisition of Gold Eagle Mines Ltd. (Gold
Eagle) pursuant to a plan of arrangement. The mining interests of Gold Eagle are included in Red
Lake (note4(a)).(l)
    
    The Company recognized a $30.9 million after tax ($47.1 million before tax)
write-down of its mining interests at the Pamour open pit in Porcupine in the fourth quarter of
2008 as a result of a reduction in its proven and probable reserves by 1.4 million ounces of gold
as at December 31, 2008.(m)
    
    The net book values include San Martin, which was acquired during the Glamis acquisition (note
5(a))and commenced reclamation activities in October 2007.
 10.
    
    SILVER INTERESTSOn February 14, 2008, Goldcorp sold its shares in Silver Wheaton (note4(b))and accordingly,
disposed of its silver interests noted below. The following table presents the silver interests
which were held by Silver Wheaton at December 31, 2007.
 2007
    
    
    2007Accumulated
    
    
    
    
    
    
    
    
    
    
    Non-Cost
    
    
    Depreciation
    
    
    Net
    
    
    Depletable
    
    
    Depletable
    
    
    TotalYauliyacu (c)
    
    $
    285.3
    
    
    $
    23.1
    
    
    $
    262.2
    
    
    $
    21.7
    
    
    $
    240.5
    
    
    $
    262.2Zinkgruvan
    
    
    77.9
    
    
    
    9.1
    
    
    
    68.8
    
    
    
    33.7
    
    
    
    35.1
    
    
    
    68.8Stratoni (b)
    
    
    57.7
    
    
    
    3.4
    
    
    
    54.3
    
    
    
    35.4
    
    
    
    18.9
    
    
    
    54.3$
    420.9
    
    
    $
    35.6
    
    
    $
    385.3
    
    
    $
    90.8
    
    
    $
    294.5
    
    
    $
    385.3
 29




---



##### 



(a)
    
    On July 24, 2007, Silver Wheaton entered into a transaction to acquire 25% of the silver
produced from Goldcorps Peñasquito project located in Mexico for the life of mine, for an
upfront cash payment of $485 million. The total consideration including transaction costs was
included in Peñasquitos mining interests balance (note9(c)). In addition, a per ounce cash
payment of the lesser of $3.90 and the prevailing market price is due (subject to an
inflationary adjustment commencing in 2011), for silver delivered under the contract.Silver Wheaton is not required to fund any capital expenditures at Peñasquito, including
any expansion plans. Goldcorp has provided a completion guarantee to Silver Wheaton that
the Peñasquito mine will be constructed with certain minimum production criteria by certain
dates.(b)
    
    On April 23, 2007, Silver Wheaton entered into an agreement with Hellas Gold S.A., a
subsidiary of European Goldfields Ltd., to acquire all of the silver produced from Hellas
Golds Stratoni mining operations in Greece for the life of mine. Silver Wheaton made upfront
cash payment of $57.5 million.(c)
    
    On March 23, 2006, Silver Wheaton entered into a contract with Glencore International AGs
(Glencore) to purchase 4.75 million ounces of silver per year for a period of 20 years, based
on the production from Glencores Yauliyacu mining operations in Peru. The upfront payment was
$285 million, comprised of $245 million in cash and a $40 million promissory note, which was
paid in full on May 31, 2006.
 11.
    
    OTHER LONG-TERM ASSETS
 At December 31
    
    2008
    
    
    2007Reclamation deposits
    
    $
    4.8
    
    
    $
    6.6Sales/indirect taxes recoverable
    
    
    11.3
    
    
    
    18.8Other
    
    
    10.8
    
    
    
    17.1$
    26.9
    
    
    $
    42.5
 30




---



##### 



12. LONG TERM DEBT
 At December 31
    
    2008
    
    
    2007C$40 million non-revolving term loan (a)
    
    $
    5.3
    
    
    $
    $1.5 billion revolving credit facility (b)
    
    
    
    
    
    
    645.0$200 million non-revolving term loan (c)
    
    
    
    
    
    
    192.9$300 million revolving term loan (c)
    
    
    
    
    
    
    227.05.3
    
    
    
    1,064.9Less: current portion of long-term debt
    
    
    
    
    
    
    28.6$
    5.3
    
    
    $
    1,036.3
 (a)
    
    On July 8, 2008 Terrane entered into a credit agreement with the Bank of Montreal for an 18-month, non-revolving term loan facility of up
to C$40 million to further advance Terranes long lead-time capital equipment procurement program in support of the construction of an
open pit mine and 60,000 tonnes per day processing plant at Terranes Mt. Milligan Project. Under the terms of the credit agreement,
Goldcorp has guaranteed the credit facility in exchange for a one-time option to convert its fully diluted in-the-money equity interest in
Terrane into a participating joint venture interest in the Mt. Milligan Project. The option can only be exercised during the term of the
credit agreement, and only if Goldcorps resulting joint venture interest in the Mt. Milligan Project will be greater than 30%, and is
also subject to a 60% maximum limit. If the option is exercised, the parties will develop and operate the Mt. Milligan Project under a
joint operating agreement as set out pursuant to the Option Agreement. The party holding the majority joint venture participating interest
in the Mt. Milligan Project will be the operator. The credit and option agreements were approved by Terranes shareholders at a special
shareholders meeting held on August 8, 2008. On September 25, 2008, Terrane drew down on the credit agreement via a 90 day C$6.5 million
Bankers Acceptance with an effective interest rate of 3.5%. On December 24, 2008, Terrane rolled over the 90 day Bankers Acceptance for a
further 90 days at an effective rate of 1.6%. Terrane has a contractual right to continue to roll over the short-term obligations for the
length of the credit agreement and accordingly the amount drawn has been classified as long-term in these consolidated financial
statements.(b)
    
    On May 18, 2007, Goldcorp entered into a $1.5 billion revolving credit facility. The credit facility is unsecured and amounts drawn are
required to be refinanced or repaid by May 18, 2012. Amounts drawn incur interest at LIBOR plus 0.35% to 0.70% per annum depending upon
the Companys leverage ratio, increasing by an additional 0.05% per annum if the total amount drawn under this facility exceeds $750
million. Undrawn amounts are subject to a 0.08% to 0.175% per annum commitment fee depending on the Companys leverage ratio. At December
31, 2008, this facility was undrawn.(c)
    
    Goldcorp no longer consolidates Silver Wheatons loans following the disposition of Silver Wheaton shares on
February 14, 2008 (note 4(b)).(d)
    
    Reclamation letters of credit outstanding at December 31, 2008 totaled $201.3 million
(December 31, 2007  $230.7 million).
 31




---



##### 



13. FINANCIAL INSTRUMENTS
 (a) Financial assets and liabilities
   Marketable securities and investments
  At December 31
    
    2008
    
    
    2007Marketable securitiesMarketable securities  Available-for-sale
    
    $
    10.1
    
    
    $
    25.8InvestmentsEquity securities  Available for sale
    
    $
    70.7
    
    
    $
    224.3Warrants  held for trading
    
    
    1.2
    
    
    
    3.7$
    71.9
    
    
    $
    228.0
 Years ended December 31
    
    2008
    
    
    2007Mark-tomarket loss in
    
    
    Mark-to-marketAvailable for sale
    
    OCI
    
    
    gain in OCIMarketable securities
    
    $
    (22.8
    )
    
    $
    15.6Investments in equity securities
    
    
    (100.6
    )
    
    
    13.0$
    (123.4
    )
    
    $
    28.6Future tax (expense) recovery in OCI
    
    
    (0.6
    )
    
    
    7.8(124.0
    )
    
    
    36.4Reclassification adjustment for realized gains included in
net earnings, net of tax  $nil (2007 - $1.2 million)
    
    
    (0.2
    )
    
    
    (21.1
    )Reclassification adjustment for unrealized impairment losses
included in net earnings, net of tax  $nil (2007 - $nil)
    
    
    111.2
    
    
    
    Adjustment arising from acquisition of Gold Eagle (note 4(a))
    
    
    (29.2
    )
    
    
    $
    (42.2
    )
    
    $
    15.3
 32




---



##### 



2008
    
    
    2007Mark-to-
    
    
    Mark-to-marketmarket loss in
    
    
    loss in netWarrants  held for trading
    
    net earnings
    
    
    earningsInvestments
    
    $
    (2.4
    )
    
    $
    (10.0
    )Future tax recovery
    
    
    
    
    
    
    1.2Non-controlling interest
    
    
    0.3
    
    
    
    1.1$
    (2.1
    )
    
    $
    (7.7
    )
   (note 4(d) )
  33




---



##### 



Derivative Instruments
 Copper forward contracts
   At December 31
    
    2008
    
    
    2007Current derivative asset, included in other current assets
    
    $
    
    
    
    $
    7.9Current derivative liability
    
    
    
    
    
    
    15.5
 Years ended December 31
    
    2008
    
    
    2007
    
    
    2006Realized loss on matured contracts
    
    $
    (10.2
    )
    
    $
    (19.9
    )
    
    $
    Unrealized mark-to-market gain (loss) on outstanding contracts
    
    
    7.6
    
    
    
    (3.6
    )
    
    
    (4.0
    )Loss on non-hedge derivatives
    
    $
    (2.6
    )
    
    $
    (23.5
    )
    
    $
    (4.0
    )
 Embedded derivatives
  (b) Financial instrument risk exposure
   Credit risk
  34




---



##### 



2008
    
    
    2007Cash and cash equivalents
    
    $
    262.3
    
    
    $
    510.8Accounts receivable
    
    
    178.6
    
    
    
    154.5$
    440.9
    
    
    $
    665.3
 Liquidity risk
     2008
    
    
    
    
    
    
    2007Within 1
    
    
    2 to 3
    
    
    4 to 5
    
    
    Over 5year
    
    
    years
    
    
    years
    
    
    years
    
    
    Total
    
    
    TotalAccounts payable and accrued liabilities
    
    $
    294.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    294.0
    
    
    $
    277.3Derivative instruments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.6Long-term debt re-payments (principal
portion)
    
    
    
    
    
    
    5.3
    
    
    
    
    
    
    
    
    
    
    
    5.3
    
    
    
    1,064.9Capital expenditure commitments
    
    
    245.3
    
    
    
    16.9
    
    
    
    31.9
    
    
    
    
    
    
    
    294.1
    
    
    
    530.8Minimum rental and lease payments
    
    
    1.6
    
    
    
    2.9
    
    
    
    2.8
    
    
    
    4.1
    
    
    
    11.4
    
    
    
    19.5$
    540.9
    
    
    $
    25.1
    
    
    $
    34.7
    
    
    $
    4.1
    
    
    $
    604.8
    
    
    $
    1,900.1
 35




---



##### 













Market Risk


(i) Currency risk






Accountsreceivable
    
    
    Incomeand other
    
    
    and
    
    
    Accountscurrent
    
    
    mining
    
    
    payableCash and
    
    
    and long-
    
    
    taxes
    
    
    and
    
    
    Long
    
    
    Futurecash
    
    
    term
    
    
    receivable
    
    
    accrued
    
    
    term
    
    
    income tax2008
    
    equivalents
    
    
    assets
    
    
    (payable)
    
    
    liabilities
    
    
    debt
    
    
    liabilitiesCanadian dollar
    
    $
    4.7
    
    
    $
    13.9
    
    
    $
    (6.8
    )
    
    $
    (115.4
    )
    
    $
    (5.3
    )
    
    $
    (1,059.5
    )Mexican peso
    
    
    19.5
    
    
    
    87.8
    
    
    
    17.8
    
    
    
    (104.1
    )
    
    
    
    
    
    
    (2,174.3
    )Argentinean peso
    
    
    1.3
    
    
    
    34.4
    
    
    
    13.3
    
    
    
    (35.0
    )
    
    
    
    
    
    
    (139.3
    )Guatemalan
quetzal
    
    
    1.2
    
    
    
    11.2
    
    
    
    
    
    
    
    (13.3
    )
    
    
    
    
    
    
    (4.6
    )$
    26.7
    
    
    $
    147.3
    
    
    $
    24.3
    
    
    $
    (267.8
    )
    
    $
    (5.3
    )
    
    $
    (3,377.7
    )
 36




---



##### 



Income andmining
    
    
    AccountsCash and
    
    
    
    
    
    
    taxes
    
    
    payable and
    
    
    
    
    
    
    Futurecash
    
    
    Accounts
    
    
    receivable
    
    
    accrued
    
    
    Long term
    
    
    income tax2007
    
    equivalents
    
    
    receivable
    
    
    (payable)
    
    
    liabilities
    
    
    debt
    
    
    liabilitiesCanadian dollar
    
    $
    18.9
    
    
    $
    23.7
    
    
    $
    71.4
    
    
    $
    (113.9
    )
    
    $
    
    
    
    $
    (627.1
    )Mexican peso
    
    
    4.8
    
    
    
    9.9
    
    
    
    (15.3
    )
    
    
    (41.1
    )
    
    
    
    
    
    
    (2,595.7
    )Argentinean peso
    
    
    10.7
    
    
    
    17.6
    
    
    
    (12.8
    )
    
    
    (66.8
    )
    
    
    
    
    
    
    (163.5
    )Guatemalan quetzal
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    (12.5
    )
    
    
    
    
    
    
    (0.4
    )$
    34.8
    
    
    $
    51.2
    
    
    $
    43.3
    
    
    $
    (234.3
    )
    
    $
    
    
    
    $
    (3,386.7
    )
    Interest rate risk
 note
1 2(a) )
 Price risk
  37




---



##### 



(note 13(a) )
  14. INCOME AND MINING TAXES
 Years ended December 31
    
    2008
    
    
    2007
    
    
    2006Current income and mining tax expense
    
    $
    138.1
    
    
    $
    203.6
    
    
    $
    215.9Future income and mining tax expense (recovery)
    
    
    157.3
    
    
    
    (43.3
    )
    
    
    (62.7
    )$
    295.4
    
    
    $
    160.3
    
    
    $
    153.2
  Years ended December 31
    
    2008
    
    
    2007
    
    
    2006Earnings from continuing operations before income taxes and non-controlling interests
    
    $
    1,778.7
    
    
    $
    581.8
    
    
    $
    589.6Canadian federal and provincial income tax rates
    
    
    31.45
    %
    
    
    34.12
    %
    
    
    36.12
    %Income tax expense based on Canadian federal and provincial income tax rates
    
    
    559.4
    
    
    
    198.5
    
    
    
    213.0Increase (decrease) attributable to:Impact of reduction in tax rates on future income taxes
    
    
    
    
    
    
    (42.7
    )
    
    
    (45.8
    )Provincial mining taxes
    
    
    21.3
    
    
    
    28.0
    
    
    
    16.0Non-deductible expenditures
    
    
    10.9
    
    
    
    12.4
    
    
    
    3.7Resource allowance
    
    
    (11.5
    )
    
    
    (8.1
    )
    
    
    (8.4
    )Lower statutory tax rates on earnings of foreign subsidiaries
    
    
    (28.4
    )
    
    
    (63.1
    )
    
    
    (55.9
    )Dilution gains not subject to tax
    
    
    (0.6
    )
    
    
    (3.4
    )
    
    
    (23.0
    )Foreign exchange and other permanent differences
    
    
    (409.1
    )
    
    
    17.1
    
    
    
    (16.0
    )Mining duties deduction
    
    
    (4.3
    )
    
    
    (5.1
    )
    
    
    (3.6
    )Non-taxable portion of realized capital (gains) losses
    
    
    
    
    
    
    (1.8
    )
    
    
    (15.6
    )Change in valuation allowance
    
    
    10.0
    
    
    
    (8.0
    )
    
    
    (5.7
    )Non-deductible asset write-down
    
    
    16.5
    
    
    
    
    
    
    
    63.1Tax on disposition of Peak and Amapari mines
    
    
    
    
    
    
    33.5
    
    
    
    Tax on disposition of Silver Wheaton shares
    
    
    156.0
    
    
    
    
    
    
    
    23.8Use of Mexican flat tax credits
    
    
    (37.8
    )
    
    
    
    
    
    
    Other
    
    
    13.0
    
    
    
    3.0
    
    
    
    7.6$
    295.4
    
    
    $
    160.3
    
    
    $
    153.2
 38




---



##### 



At December 31
    
    2008
    
    
    2007Future income and mining tax assetsNon-capital losses
    
    $
    95.9
    
    
    $
    94.3Deductible temporary differences and other
    
    
    222.1
    
    
    
    183.8Future income and mining tax assets
    
    
    318.0
    
    
    
    278.1Valuation allowance
    
    
    (80.6
    )
    
    
    (71.8
    )237.4
    
    
    
    206.3Future income and mining tax liabilitiesTaxable temporary differences
    
    
    (3,619.5
    )
    
    
    (4,053.9
    )Future income and mining tax liabilities, net
    
    $
    (3,382.1
    )
    
    $
    (3,847.6
    )Presented on the Consolidated Balance Sheets as:Future income and mining tax assets - current
    
    $
    3.3
    
    
    $
    10.7Future income and mining tax liabilities - current
    
    
    (181.5
    )
    
    
    Future income and mining tax liabilities - long-term
    
    
    (3,203.9
    )
    
    
    (3,858.3
    )Future income and mining tax liabilities, net
    
    $
    (3,382.1
    )
    
    $
    (3,847.6
    )
   Tax Loss Carry Forwards
    39




---



##### 



15. RECLAMATION AND CLOSURE COST OBLIGATIONS
   2008
    
    
    2007Reclamation and closure cost obligations  beginning of year
    
    $
    267.7
    
    
    $
    217.3Arising on
acquisition of Glamis (note 5(a))
    
    
    
    
    
    
    4.9Reduction of
liability on disposal of mining interests (note 4(e))
    
    
    (2.6
    )
    
    
    (25.2
    )Reclamation expenditures
    
    
    (17.8
    )
    
    
    (12.0
    )Accretion expense, included in depreciation and depletion
    
    
    13.8
    
    
    
    10.8Revisions in estimates and liabilities incurred
    
    
    23.4
    
    
    
    25.8Reclamation and closure cost obligations  end of year
    
    
    284.5
    
    
    
    267.7Less: current portion of reclamation and closure cost obligations, included in
accounts payable and accrued liabilities
    
    
    (11.4
    )
    
    
    (6.4
    )Long-term reclamation and closure obligations
    
    $
    273.1
    
    
    $
    261.3
 16. EMPLOYEE PENSION PLANS
  Defined contribution pension plans
  Defined benefit pension plans
 (note 5(b) )
 40




---



##### 



2008
    
    
    2007Accrued benefit obligationBalance, beginning of year
    
    $
    29.7
    
    
    $
    17.5Benefit obligations assumed on acquisition of mining interests
    
    
    0.3
    
    
    
    12.0Current service costs
    
    
    1.8
    
    
    
    1.3Past service costs
    
    
    1.6
    
    
    
    0.6Interest costs
    
    
    1.7
    
    
    
    1.1Actuarial gains
    
    
    (9.8
    )
    
    
    (0.7
    )Benefits paid
    
    
    (1.2
    )
    
    
    (2.1
    )Balance, end of year
    
    $
    24.1
    
    
    $
    29.7Fair Value of Plan assetsBalance, beginning of year
    
    $
    20.2
    
    
    $
    10.4Plan assets assumed on acquisition of mining interests
    
    
    0.3
    
    
    
    9.4Actual return (loss) on plan assets
    
    
    (2.6
    )
    
    
    0.4Company contributions
    
    
    2.7
    
    
    
    2.1Benefits paid
    
    
    (1.2
    )
    
    
    (2.1
    )Balance, end of year
    
    $
    19.4
    
    
    $
    20.2Funded status  deficit
    
    
    (4.7
    )
    
    
    (9.5
    )Unrecognized net actuarial losses (gains)
    
    
    (5.3
    )
    
    
    0.5Unrecognized past service costs
    
    
    2.7
    
    
    
    1.2Accrued benefit liability at December 31(1)
    
    $
    (7.3
    )
    
    $
    (7.8
    )
 (1)
    
    Included in other long-term liabilities on the Consolidated Balance Sheets.
   2008
    
    
    2007
    
    
    2006Costs arising in the periodCurrent service costs
    
    $
    1.8
    
    
    $
    1.3
    
    
    $
    0.7Interest costs
    
    
    1.7
    
    
    
    1.1
    
    
    
    0.8Actual loss (return) on plan assets
    
    
    2.6
    
    
    
    (0.4
    )
    
    
    (0.6
    )Actuarial losses (gains)
    
    
    (9.8
    )
    
    
    (0.7
    )
    
    
    0.9Past service costs
    
    
    1.6
    
    
    
    0.6
    
    
    
    Costs arising in the period
    
    
    (2.1
    )
    
    
    1.9
    
    
    
    1.8Difference between costs arising in the period and costs recognized in the
period in respect of:Return on plan assets
    
    
    (4.0
    )
    
    
    (0.3
    )
    
    
    0.1Actuarial losses (gains)
    
    
    9.8
    
    
    
    0.7
    
    
    
    (0.7
    )Past service costs
    
    
    (1.5
    )
    
    
    (0.6
    )
    
    
    (0.2
    )Net expense recognized in the period (2)
    
    $
    2.2
    
    
    $
    1.7
    
    
    $
    1.0
 (2)
    
    Included in operating expenses in the Consolidated Statements of Earnings.
 41




---



##### 



2008
    
    
    2007
    
    
    2006Accrued benefit obligation:Discount rate
    
    
    7.2% - 8
    %
    
    
    5.5% - 9
    %
    
    
    5.0% - 9
    %Rate of compensation increase
    
    
    2%-11
    %
    
    
    4% - 6
    %
    
    
    4% - 6
    %Defined benefit pension expense:Expected long-term rate of return on plan assets
    
    
    7.1% - 8
    %
    
    
    7.1% - 9
    %
    
    
    7.1% - 9
    %Discount rate
    
    
    5.5%-8
    %
    
    
    5 %  9
    %
    
    
    5.5% - 9
    %
 Plan assets
   2008
    
    
    2007Equity securities
    
    
    43
    %
    
    
    55
    %Debt securities
    
    
    54
    %
    
    
    40
    %Cash and other investments
    
    
    3
    %
    
    
    5
    %
 Estimated future benefit payments
  2014-2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2018Defined benefit plans
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2
    
    
    
    6.9
 17. MANAGEMENT OF CAPITAL
    (note 13(b) )
 42




---



##### 



18. NON-CONTROLLING INTERESTS
 SilverWheaton
    
    
    Terrane
    
    
    TotalAt January 1, 2007
    
    $
    327.4
    
    
    $
    27.1
    
    
    $
    354.5Change in accounting policy impact on retained earnings of subsidiary
    
    
    2.5
    
    
    
    
    
    
    
    2.5Non-controlling interest in accumulated OCI
    
    
    15.9
    
    
    
    
    
    
    
    15.9Non-controlling interest in current OCI
    
    
    1.3
    
    
    
    
    
    
    
    1.3Increase in non-controlling interest (a)(iv) and (b)(iii)
    
    
    9.2
    
    
    
    20.1
    
    
    
    29.3Share of net earnings (loss)
    
    
    47.0
    
    
    
    (0.9
    )
    
    
    46.1At December 31, 2007
    
    $
    403.3
    
    
    $
    46.3
    
    
    $
    449.6Increase in non-controlling interest (b)(iv)
    
    
    
    
    
    
    4.5
    
    
    
    4.5Share of net earnings
    
    
    7.3
    
    
    
    0.4
    
    
    
    7.7Disposition of Silver Wheaton shares (note 4(b))
    
    
    (410.6
    )
    
    
    
    
    
    
    (410.6
    )At December 31, 2008
    
    $
    
    
    
    $
    51.2
    
    
    $
    51.2
 (a)
    
    Silver WheatonAs a result of the acquisition of Wheaton on February 14, 2005, Goldcorp acquired Wheatons 65%
ownership of its subsidiary, Silver Wheaton. This interest decreased to 48% at February 14,
2008, prior to the sale of Silver Wheaton (note4(b)), following the transactions described
below.
 (i)
    
    On March 30, 2006, Goldcorp and Silver Wheaton amended its silver purchase contract,
increasing the minimum number of ounces of silver to be delivered over the 25 year period by
100 million ounces, to 220 million ounces, and waiving any capital expenditure contributions
previously required to be paid by Silver Wheaton. In consideration for these amendments, Silver
Wheaton issued to Goldcorp 18 million common shares, valued at $115.6 million, and a $20.0
million non-interest bearing promissory note due on March 30, 2007. As a result, at March 30,
2006, Goldcorp owned 62% of Silver Wheatons common shares. This transaction resulted in an
increase to mining interests of $46.6 million, an increase to future income tax liabilities of
$14.3 million, and an increase in non-controlling interests of $32.3 million.(ii)
    
    On April 20,
2006, Silver Wheaton closed a C$200 million public offering of 16.7 million common shares at a
price of C$12.00 per share. This transaction resulted in a decrease in Goldcorps ownership in
Silver Wheaton from 62% to 57%. This dilution of the Companys interest gave rise to a dilution
gain of $61.4 million and an increase in non-controlling interests of $98.1 million.(iii)
    
    On December 7, 2006, Goldcorp completed the sale of 18 million common shares of Silver
Wheaton at a price of C$12.70 per share for gross proceeds of $199.1 million. This transaction,
which reduced Goldcorps interest in Silver Wheaton to 49%, gave rise to a gain on sale of
$109.8 million which was recognized in earnings in 2006 and an increase in non-controlling
interests of $51.9 million.(iv)
    
    Goldcorps interest in Silver Wheaton declined marginally during 2007 (to 48%, from 49% in
2006) as a result of additional issuances of common shares by Silver Wheaton from the exercise
of stock
options and warrants, which resulted in a dilution gain of $1.1 million being recognized in
earnings during 2007 (2006  dilution gain of $61.4 million) and an increase in non-controlling
interests of $9.2 million. The Company continued to consolidate Silver Wheaton in 2007, as it
maintained control of Silver Wheaton due to the majority influence it exerted on the board of
directors.(v)
    
    During 2008, prior to the disposition of Silver Wheaton shares, stock options, warrants and
RSUs held by non-controlling interests were exercised and resulted in a 0.1% dilution in
Goldcorps interest and a dilution gain of $1.8 million.(vi)
    
    Related party transactions:In the first quarter of 2008, prior to Goldcorps disposition of its Silver Wheaton shares
(note4(b)), Silver Wheaton purchased approximately 841,000 ounces (Year ended December 31,
2007  6.9 million ounces; year ended December 31, 2006  9.0 million ounces) of silver
from a subsidiary at a price of $3.95 per ounce, for total consideration of
 43




---



##### 



approximately $3.3 million (Year ended December 31, 2007  $27.0 million; year ended
December 31, 2006  $35.0 million). Silver Wheaton also has an agreement with Goldcorp
whereby the Company provides certain management and administrative services at cost.
During the year, total management fees paid to the Company were $0.1 million (2007 
$0.2 million, 2006  $0.2 million). This agreement allows for cancellation with 30 days
notice at any time and was cancelled during the third quarter of 2008.During September 2006, in connection with the Companys acquisition of Glamis, Silver
Wheaton agreed to waive its right to acquire an interest in any of Glamis Mexican
projects. In exchange for this waiver, Silver Wheaton received a right of first refusal
on future silver production from the Peñasquito project in Mexico.
 (b)
    
    Terrane Metals Corp
 (i)
    
    On July 24, 2006, the Company completed the sale of Mt Milligan and certain other
Canadian exploration interests to Terrane. Goldcorp acquired these exploration interests
from Barrick in May 2006 (note5(b)).In consideration for the exploration properties, the Company received 240 million
convertible Series A preferred shares at a price of C$0.50 per share. The preferred
shares are convertible into common shares of Terrane at the option of Goldcorp at any
time without any further consideration. Upon acquisition, on an as-converted basis,
Goldcorp would own an 81% equity interest in Terranes issued and outstanding shares.
The preferred shares are not entitled to dividends, are non-transferable without the
prior written consent of Terrane, are non-redeemable, non-retractable, non-voting and
if not previously converted will be automatically converted into common shares on the
20th anniversary of their issuance.(ii)
    
    On November 3, 2006, Terrane issued 13.4 million units in a brokered private placement
at a price of C$0.75 per unit for gross proceeds of C$10 million. Each unit consisted of
one common share and one half of a common share purchase warrant. As a result of this
transaction, Goldcorps interest in Terrane, on an as-converted basis, decreased to 77%.
This dilution of the Companys interest gave rise to a dilution gain of $2.4 million and an
increase in non-controlling interests of $5.8 million.(iii)
    
    On July 23, 2007, Terrane
closed a private placement of 5.6 million common shares at a price of C$0.65 per share for
gross proceeds of C$3.6 million. On June 21, 2007, Terrane closed a C$25 million public
offering of 30.8 million common shares at a price of C$0.65 per share and 6.25 million
flow-through shares at a price of C$0.80 per share. These transactions resulted in a
decrease in Goldcorps ownership in Terrane during 2007 from 77% to 68%. This dilution of
the Companys interest gave rise to an increase in non-controlling interest of $20.1
million and a dilution gain of $8.9 million.(iv)
    
    During the third quarter of 2008, Terrane
closed a private placement of 10.0 million common shares at a price of C$0.55 per share for
gross proceeds of C$5.5 million, resulting in a decrease in Goldcorps interest in Terrane
from 68% to 66%.
This dilution of the Companys interest gave rise to an increase in non-controlling
interest of $4.5 million and a dilution gain of $0.5 million.
 19. SHAREHOLDERS EQUITY
  (a)
    
    Share Purchase WarrantsAt December 31, 2008, the Company had a total of 9.2 million warrants outstanding (December
31, 2007  8.4 million). Of the warrants outstanding, 8.4 million were issued in 2006 and
expire on June 9, 2011 (as described below). The remaining 0.8 million warrants were issued
by Goldcorp pursuant to the acquisition of Gold Eagle (note 4(a)), which entitle holders to
purchase at any time one common share of Goldcorp at an exercise price of C$34.76 until
June 26, 2011.
 44




---



##### 



On March 21, 2006, the Company proposed the issuance of new common share purchase warrants
(New Warrants) in exchange for the early exercise of the five existing series of warrants
(Existing Warrants). On June 9, 2006, over 92% of Existing Warrant holders had exercised
their warrants during the early exercise period giving rise to net proceeds of $454.9 million
which were subsequently used to pay down credit facilities drawn down to fund the previously
completed acquisition of certain assets of Placer Dome from Barrick (note5(b)). Pursuant to
this transaction, the remaining Existing Warrant holders had their warrants automatically
exchanged, without any further action on the part of the warrant holder (including payment of
any consideration), for (i) a fraction of a common share equivalent in value to the intrinsic
(in-the-money) value of such Existing Warrant calculated with reference to the price of
Goldcorp common shares for the five trading days immediately preceding the expiry of the early
exercise period, and (ii) one half of the fraction of a New Warrant issued to holders of
Existing Warrants who exercised during the early exercise period. All Existing Warrants were
subsequently de-listed from the TSX and NYSE.Each of the 8.4 million New Warrants issued by the Company entitles the holder to purchase at
any time one common share of Goldcorp at an exercise price of C$45.75 until June 9, 2011. The
New Warrants trade on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE).
Since the issuances of the New Warrants, no warrants were exercised during the years ended
December 31, 2008 and 2006. Warrants exercised in the year ended December 31, 2007 were
nominal.As a result of the Virginia acquisition (note5(c)), there were 0.9 million Virginia warrants
convertible into 0.3 million Goldcorp shares at an average exercise price of C$4.81. As at
December 31, 2006, all Virginia warrants were either exercised or had expired.(b)
    
    Stock OptionsThe Company has a 2005 Stock Option Plan which allows for up to 32.5 million stock options
(2007  12.5 million), with a maximum exercise period of five years (2007  five years; 2006 
ten years), to be granted to employees and officers (2007  employees and officers; 2006 
employees, officers and consultants). Of the 13.3 million stock options outstanding at December
31, 2008, 10.5 million relate to options granted under the 2005 Stock Option Plan.The Company granted 4.5 million stock options to its employees and officers during the year
ended December 31, 2008, which vest over a period of three years, are exercisable at $40.05
(C$39.77) per option, expire in 2013, and have a total fair value of $49.4 million. The Company
granted 3.9 million stock options during the year ended December 31, 2007 which vest over a
period of two years, are exercisable at prices ranging from $23.06 to $23.68 (C$24.40 to
C$25.71) per option, expire in 2017, and have a total fair value of $22.7 million. The Company
granted 3.6 million stock options during the year ended December 31, 2006 which vest over a
period of 3 years, are exercisable at prices ranging from $24.75 to $29.59 (C$28.84 to C$34.49)
per option, expire in 2016, and have a total fair value of $26.2 million. Stock options, when
exercised, result in an increase in the number of common shares issued by the Company. Options
granted to consultants for the three years ended December 31, 2008 were nominal.The fair value of the options granted is calculated on the date of grant using an option
pricing model with the following weighted average valuation assumptions:
 Years ended December 31
    
    2008
    
    
    2007
    
    
    2006Expected life (years)
    
    
    3.6
    
    
    
    3.0
    
    
    
    3.5Expected volatility
    
    
    35
    %
    
    
    30
    %
    
    
    30
    %Expected dividend yield
    
    
    <1
    %
    
    
    <1
    %
    
    
    <1
    %Risk-free interest rate
    
    
    2.9
    %
    
    
    4.4
    %
    
    
    4.4
    %Options granted (millions)
    
    
    4.5
    
    
    
    3.9
    
    
    
    3.6Weighted average fair value per option
    
    $
    11.42
    
    
    $
    5.77
    
    
    $
    7.35
 45




---



##### 



The expected volatility assumptions are based on the historical and implied volatility of
Goldcorps Canadian dollar share price. The risk-free rate assumptions are based on yield
curves on Canadian government zero-coupon bonds with a remaining term equal to the options
expected life. The fair value of the options is expensed on a straight-line basis over the
period in which they vest.Compensation expense of $28.9 million was recognized during the year ended December 31,
2008 and credited to shareholders equity (2007  $35.1 million; 2006  $21.4 million), of
which $27.0 million relates to Goldcorp (2007  $28.8 million, 2006  $17.3 million), $0.8
million for Silver Wheaton (2007  $2.5 million, 2006  $1.7 million), and $1.1 million for
Terrane (2007  $3.8 million; 2006  $2.4 million).A summary of changes in outstanding stock options is as follows:
 WeightedAverageOptions
    
    
    ExerciseOutstanding
    
    
    Price(000s)
    
    
    (C$/option)At January 1, 2006
    
    
    13,577
    
    
    
    15.08Issued in connection with the acquisition of Glamis (note 5(a))
    
    
    4,668
    
    
    
    12.90Granted
    
    
    3,560
    
    
    
    31.12Exercised
    
    
    (6,502
    )
    
    
    12.60Cancelled
    
    
    (104
    )
    
    
    24.85At December 31, 2006
    
    
    15,199
    
    
    $
    19.16Granted
    
    
    3,939
    
    
    
    25.65Exercised
    
    
    (4,645
    )
    
    
    15.17Cancelled
    
    
    (468
    )
    
    
    24.44At December 31, 2007
    
    
    14,025
    
    
    $
    22.12Granted
    
    
    4,520
    
    
    
    39.77Issued on
acquisition of Gold Eagle (note 4(a))
    
    
    569
    
    
    
    27.65Exercised
    
    
    (5,392
    )
    
    
    20.25Cancelled
    
    
    (451
    )
    
    
    31.78At December 31, 2008
    
    
    13,271
    
    
    $
    28.85
 The following table summarizes information about the options outstanding at December 31, 2008:
 Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedWeighted
    
    
    Average
    
    
    
    
    
    
    Weighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    Options
    
    
    Average
    
    
    RemainingExercise
    
    
    Contractual
    
    
    Outstanding
    
    
    Exercise
    
    
    ContractualOptions
    
    
    Price
    
    
    Life
    
    
    and
    
    
    Price
    
    
    LifeExercise Prices (C$)
    
    Outstanding
    
    
    (C$/option)
    
    
    (years)
    
    
    Exercisable
    
    
    (C$/option)
    
    
    (years)$2.05  $3.25
    
    
    92,600
    
    
    $
    3.25
    
    
    
    1.2
    
    
    
    92,600
    
    
    $
    3.25
    
    
    
    1.2$8.06  $10.45
    
    
    304,400
    
    
    
    10.45
    
    
    
    1.4
    
    
    
    304,400
    
    
    
    10.45
    
    
    
    1.4$12.52  $15.00
    
    
    516,860
    
    
    
    12.75
    
    
    
    1.9
    
    
    
    516,860
    
    
    
    12.75
    
    
    
    1.9$16.85  $19.23
    
    
    2,613,542
    
    
    
    18.73
    
    
    
    5.9
    
    
    
    2,613,542
    
    
    
    18.73
    
    
    
    5.9$21.01  $24.66
    
    
    252,006
    
    
    
    23.83
    
    
    
    4.4
    
    
    
    192,006
    
    
    
    23.65
    
    
    
    3.7$25.71  $28.84
    
    
    3,121,654
    
    
    
    26.01
    
    
    
    6.7
    
    
    
    1,941,502
    
    
    
    26.05
    
    
    
    5.7$30.55 $34.39
    
    
    2,018,572
    
    
    
    31.49
    
    
    
    6.9
    
    
    
    1,166,252
    
    
    
    31.58
    
    
    
    6.6$39.77
    
    
    4,351,499
    
    
    
    39.77
    
    
    
    4.4
    
    
    
    
    
    
    
    
    
    
    
    13,271,133
    
    
    $
    28.85
    
    
    
    5.4
    
    
    
    6,827,162
    
    
    $
    22.11
    
    
    
    5.3
 46




---



##### 



(c)
    
    Restricted Share UnitsThe Company has a Restricted Share Unit Plan which allows for up to 4.2 million RSUs to be
granted to employees and directors. Each RSU is exercisable into one common share for no
additional consideration.A total of 406,500 RSUs were issued to employees and non-executive directors of the Company
during the year ended December 31, 2008 (2007  346,500; 2006  61,500). These instruments vest
over a period of up to three years from the grant date.The fair value of RSUs issued during the year ended December 31, 2008 of $16.3 million will be
recognized as compensation expense over the vesting periods (2007
-$8.2 million; 2006  $1.7
million). Compensation expense of $13.7 million was recognized during the year ended December
31, 2008 with a corresponding credit to share capital (2007  $5.9 million; 2006  $1.3
million), of which $0.3 million (2007  $0.2 million;
2006  $0.1 million) related to Silver
Wheatons RSU plan.(d)
    
    Employee Share Purchase PlanIn July 2007, the Company introduced an Employee Share Purchase Plan which allows Goldcorp
employees to purchase the Companys shares through payroll deductions. Employees may contribute
up to 6% of their eligible earnings and the Company will match 50% of the contribution. The
Company recorded compensation expense, representing the Companys contributions measured based
on the market price of the underlying shares at the date of contribution, of $2.5 million
during the year ended December 31, 2008 (2007 
$1.1 million; 2006  $nil).(e)
    
    Diluted Earnings per ShareDiluted earnings per share are calculated based on the following weighted-average number of shares outstanding for the years ended December 31:
 2008
    
    
    2007
    
    
    2006Basic weighted-average number of shares outstanding(000s)
    
    
    711,862
    
    
    
    704,868
    
    
    
    435,189Effect of dilutive securities:Stock options
    
    
    3,164
    
    
    
    3,614
    
    
    
    6,016Share purchase warrants
    
    
    38
    
    
    
    
    
    
    
    Restricted share units
    
    
    370
    
    
    
    238
    
    
    
    59Diluted weighted-average number of shares outstanding
    
    
    715,434
    
    
    
    708,720
    
    
    
    441,264
 The following lists the stock options and share purchase warrants excluded from the computation of
diluted earnings per share because the underlying exercise prices exceeded the average market value
of the common shares of C$36.46 for the year ended December 31,
2008 (December 31, 2007  C$29.19;
December 31, 2006  C$31.60):
 2008
    
    
    2007
    
    
    2006Stock options
    
    
    4,351
    
    
    
    2,958
    
    
    
    515Share purchase warrants
    
    
    8,439
    
    
    
    8,439
    
    
    
    8,439
 20. ACCUMULATED OTHER COMPREHENSIVE INCOME
 At December 31
    
    2008
    
    
    2007
    
    
    2006Accumulated other comprehensive incomeUnrealized foreign exchange translation adjustment
    
    
    101.9
    
    
    
    101.9
    
    
    
    101.9Mark-to-market gains (losses) on available-for-sale marketable securities and
investments, net of tax of $nil (2007  $3.5 million) (note 13(a))
    
    
    (5.0
    )
    
    
    73.4
    
    
    
    Non-controlling interests (note 18)
    
    
    
    
    
    
    (17.2
    )
    
    
    $
    96.9
    
    
    $
    158.1
    
    
    $
    101.9
 47




---



##### 



21. SUPPLEMENTAL CASH FLOW INFORMATION
 Years ended December 31
    
    Note
    
    
    2008
    
    
    2007
    
    
    2006Change in non-cash operating working capitalAccounts receivable
    
    
    
    
    
    $
    (52.8
    )
    
    $
    (71.0
    )
    
    $
    21.1Income and mining taxes receivable
    
    
    
    
    
    
    0.2
    
    
    
    (1.6
    )
    
    
    2.8Inventories and stockpiled ore
    
    
    
    
    
    
    (36.5
    )
    
    
    (34.4
    )
    
    
    6.2Accounts payable and accrued liabilities
    
    
    
    
    
    
    15.5
    
    
    
    43.5
    
    
    
    24.8Income and mining taxes payable
    
    
    
    
    
    
    10.3
    
    
    
    (151.9
    )
    
    
    (5.8
    )Other
    
    
    
    
    
    
    (3.9
    )
    
    
    1.4
    
    
    
    7.5$
    (67.2
    )
    
    $
    (214.0
    )
    
    $
    56.6Acquisitions, net of cash acquiredGold Eagle
    
    
    4
    (a)
    
    $
    (553.0
    )
    
    $
    
    
    
    $
    Porcupine and Musselwhite
    
    
    4
    (c)
    
    
    
    
    
    
    (204.9
    )
    
    
    Glamis
    
    
    5
    (a)
    
    
    
    
    
    
    
    
    
    
    53.3Placer Dome
    
    
    5
    (b)
    
    
    
    
    
    
    
    
    
    
    (1,603.4
    )Virginia
    
    
    5
    (c)
    
    
    
    
    
    
    
    
    
    
    (4.0
    )Terrane
    
    
    18
    (b)
    
    
    
    
    
    
    
    
    
    
    4.9$
    (553.0
    )
    
    $
    (204.9
    )
    
    $
    (1,549.2
    )Non-cash financing and investing activitiesShares, options and warrants issued on acquisition of Gold Eagle
    
    
    4
    (a)
    
    $
    550.6
    
    
    $
    
    
    
    $
    Disposition of original Gold Eagle shares owned prior to the acquisition of
Gold Eagle
    
    
    4
    (a)
    
    
    26.7
    
    
    
    
    
    
    
    Preferred shares received on conversion of Chesapeake Gold warrants
    
    
    13
    (a)
    
    
    7.5
    
    
    
    
    
    
    
    Assumption of reclamation and closure cost obligations by purchaser on
disposition of mining interests
    
    
    4(e) and 
15
    
    
    2.6
    
    
    
    
    
    
    
    Disposition of interest in La Coipa as partial consideration for acquisition
of full ownership interest in Porcupine and Musselwhite
    
    
    4
    (c)
    
    
    
    
    
    
    100.0
    
    
    
    Shares received on disposition of Amapari and Peak mines
    
    
    4
    (d)
    
    
    
    
    
    
    100.0
    
    
    
    Shares received on disposition of mining interests
    
    
    4
    (f)
    
    
    
    
    
    
    2.0
    
    
    
    Donation of marketable securities
    
    
    
    
    
    
    
    
    
    
    6.4
    
    
    
    Shares issued on acquisition of Glamis
    
    
    5
    (a)
    
    
    
    
    
    
    
    
    
    
    8,129.0Shares issued in exchange for Glamis SARs
    
    
    5
    (a)
    
    
    
    
    
    
    
    
    
    
    11.4Stock options issued in exchange for those of Glamis
    
    
    5
    (a)
    
    
    
    
    
    
    
    
    
    
    82.1New Warrants issued on the early exercise of Existing Warrants
    
    
    19
    (a)
    
    
    
    
    
    
    
    
    
    
    38.9Shares and warrants issued on acquisition of Virginia
    
    
    5
    (c)
    
    
    
    
    
    
    
    
    
    
    401.9Silver Wheaton promissory note issued to Glencore
    
    
    10
    (c)
    
    
    
    
    
    
    
    
    
    
    40.0Operating activities included the following cash paymentsIncome and mining taxes paid
    
    
    
    
    
    $
    152.3
    
    
    $
    286.4
    
    
    $
    225.5Interest paid
    
    
    
    
    
    
    7.8
    
    
    
    54.4
    
    
    
    35.1Cash and cash equivalents at December 31 is comprised of:Cash
    
    
    
    
    
    $
    130.7
    
    
    $
    116.9
    
    
    $
    149.4Short-term money market investments
    
    
    
    
    
    
    131.6
    
    
    
    393.9
    
    
    
    376.9$
    262.3
    
    
    $
    510.8
    
    
    $
    526.3
 48




---



##### 



22. JOINT VENTURE INTERESTS
 (note 4(c))
  Years ended December 31
    
    2008
    
    
    2007(1)(2)
    
    
    2006(2)Proportionate Statements of Joint Venture EarningsRevenues
    
    $
    572.1
    
    
    $
    866.3
    
    
    $
    743.2Operating expenses
    
    
    (336.9
    )
    
    
    (474.3
    )
    
    
    (271.8
    )Depreciation and depletion
    
    
    (85.7
    )
    
    
    (128.6
    )
    
    
    (108.8
    )Exploration expense
    
    
    (2.1
    )
    
    
    (4.1
    )
    
    
    (3.8
    )Other income (expense)
    
    
    (3.9
    )
    
    
    9.0
    
    
    
    Income taxes
    
    
    (40.5
    )
    
    
    (69.6
    )
    
    
    (109.8
    )Net earnings
    
    $
    103.0
    
    
    $
    198.7
    
    
    $
    249.0Proportionate Statements of Joint Venture Cash FlowsOperating activities
    
    $
    125.4
    
    
    $
    193.6
    
    
    $
    344.9Investing activities
    
    
    (35.7
    )
    
    
    (85.5
    )
    
    
    (42.5
    )Financing activities
    
    
    (101.0
    )
    
    
    (295.4
    )
    
    
    (112.5
    )Increase (decrease) in cash and cash equivalents during the year
    
    $
    (11.3
    )
    
    $
    (187.3
    )
    
    $
    189.9
 At December 31
    
    2008
    
    
    2007Proportionate Joint Venture Balance SheetsCurrent assets
    
    $
    186.6
    
    
    $
    205.1Mining interests
    
    
    773.6
    
    
    
    821.9Other assets
    
    
    68.0
    
    
    
    50.7$
    1,028.2
    
    
    $
    1,077.7Current liabilities
    
    $
    40.8
    
    
    $
    87.4Long-term liabilities
    
    
    60.7
    
    
    
    60.7Future income and mining taxes
    
    
    198.3
    
    
    
    211.5Reclamation and closure cost obligations
    
    
    35.8
    
    
    
    29.6Goldcorps investment carrying value
    
    
    692.6
    
    
    
    688.5$
    1,028.2
    
    
    $
    1,077.7
 (1)
    
    Includes the Companys proportionate share of Porcupine and Musselwhites earnings from
operations and cash flows to December 21, 2007.(2)
    
    Excludes La Coipa, which has been reclassified as discontinued operations (note 6).
 49




---



##### 



23. SEGMENTED INFORMATION
  Expendituresfor miningEarnings
    
    
    interestsDepreciation
    
    
    (loss) from
    
    
    (includingRevenues
    
    
    and depletion
    
    
    operations
    
    
    deposits)
    
    
    Total assetsAtDecemberYear ended December 31, 2008
    
    
    31, 2008Red Lake (1)
    
    $
    535.8
    
    
    $
    95.4
    
    
    $
    231.5
    
    
    $
    99.6
    
    
    $
    3,209.5Porcupine (1)(6)
    
    
    255.6
    
    
    
    63.9
    
    
    
    (34.2
    )
    
    
    46.2
    
    
    
    479.6Musselwhite (1)(6)
    
    
    184.6
    
    
    
    25.8
    
    
    
    21.2
    
    
    
    31.2
    
    
    
    349.2Éléonore gold project (3)
    
    
    
    
    
    
    
    
    
    
    (2.3
    )
    
    
    99.0
    
    
    
    844.6San Dimas (8)
    
    
    92.6
    
    
    
    5.8
    
    
    
    30.0
    
    
    
    32.2
    
    
    
    238.7Los Filos (8)
    
    
    189.2
    
    
    
    42.2
    
    
    
    58.3
    
    
    
    49.5
    
    
    
    986.0El Sauzal (2)
    
    
    239.3
    
    
    
    100.4
    
    
    
    96.1
    
    
    
    8.4
    
    
    
    316.9Peñasquito (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    751.9
    
    
    
    9,910.5Marlin (2)
    
    
    258.1
    
    
    
    61.6
    
    
    
    100.0
    
    
    
    35.3
    
    
    
    863.7Alumbrera
    
    
    490.7
    
    
    
    75.3
    
    
    
    135.3
    
    
    
    22.6
    
    
    
    778.5Marigold (2)
    
    
    81.4
    
    
    
    10.4
    
    
    
    12.1
    
    
    
    14.6
    
    
    
    249.7Wharf
    
    
    57.2
    
    
    
    3.6
    
    
    
    19.7
    
    
    
    10.3
    
    
    
    65.5Pueblo Viejo (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120.4
    
    
    
    262.1Cerro Blanco (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.5
    
    
    
    49.6Silver Wheaton (7)
    
    
    27.6
    
    
    
    2.0
    
    
    
    17.4
    
    
    
    
    
    
    
    -Terrane
    
    
    
    
    
    
    
    
    
    
    (6.5
    )
    
    
    18.0
    
    
    
    194.2Other (4)
    
    
    7.5
    
    
    
    12.7
    
    
    
    (172.6
    )
    
    
    22.3
    
    
    
    210.5Total
    
    $
    2,419.6
    
    
    $
    499.1
    
    
    $
    506.0
    
    
    $
    1,372.0
    
    
    $
    19,008.8
 At DecemberYear ended December 31, 2007
    
    
    31, 2007Red Lake (1)
    
    $
    503.4
    
    
    $
    89.2
    
    
    $
    213.1
    
    
    $
    101.2
    
    
    $
    1,617.4Porcupine (1)(6)
    
    
    111.4
    
    
    
    28.7
    
    
    
    4.3
    
    
    
    29.5
    
    
    
    555.4Musselwhite (1)(6)
    
    
    107.4
    
    
    
    18.6
    
    
    
    10.8
    
    
    
    26.0
    
    
    
    351.5Éléonore (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42.6
    
    
    
    749.6San Dimas (8)
    
    
    116.2
    
    
    
    36.9
    
    
    
    4.5
    
    
    
    62.5
    
    
    
    849.6Los Filos (8)
    
    
    19.1
    
    
    
    1.8
    
    
    
    7.8
    
    
    
    83.4
    
    
    
    828.9El Sauzal (2)
    
    
    217.8
    
    
    
    102.2
    
    
    
    73.6
    
    
    
    3.9
    
    
    
    373.9Peñasquito (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    403.0
    
    
    
    10,060.8Marlin (2)
    
    
    203.7
    
    
    
    56.4
    
    
    
    72.8
    
    
    
    26.7
    
    
    
    852.5Alumbrera
    
    
    598.3
    
    
    
    76.6
    
    
    
    238.7
    
    
    
    12.8
    
    
    
    835.9Marigold (2)
    
    
    68.8
    
    
    
    9.0
    
    
    
    1.2
    
    
    
    10.5
    
    
    
    232.6Wharf
    
    
    42.7
    
    
    
    4.5
    
    
    
    14.2
    
    
    
    6.0
    
    
    
    40.4Amapari (5)
    
    
    18.3
    
    
    
    0.4
    
    
    
    2.8
    
    
    
    1.1
    
    
    
    Peak (5)
    
    
    18.9
    
    
    
    0.1
    
    
    
    7.7
    
    
    
    9.2
    
    
    
    Pueblo Viejo (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34.8
    
    
    
    133.7Cerro Blanco (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    32.2Silver Wheaton (7)
    
    
    175.4
    
    
    
    29.4
    
    
    
    84.8
    
    
    
    
    
    
    
    776.8Terrane
    
    
    
    
    
    
    
    
    
    
    (7.4
    )
    
    
    15.0
    
    
    
    192.1Other (4)(9)
    
    
    5.4
    
    
    
    11.3
    
    
    
    (116.6
    )
    
    
    2.2
    
    
    
    468.9Total
    
    $
    2,206.8
    
    
    $
    465.1
    
    
    $
    612.3
    
    
    $
    871.4
    
    
    $
    18,952.2
 50     |




---



##### 



Expendituresfor miningEarnings
    
    
    interestsDepreciation
    
    
    (loss) from
    
    
    (includingRevenues
    
    
    and depletion
    
    
    operations
    
    
    deposits)
    
    
    Total assetsAt DecemberYear ended December 31, 2006
    
    
    31, 2006Red Lake (1)
    
    $
    360.8
    
    
    $
    47.3
    
    
    $
    186.1
    
    
    $
    100.3
    
    
    $
    1,591.3Porcupine (1)(6)
    
    
    72.9
    
    
    
    12.6
    
    
    
    16.9
    
    
    
    14.5
    
    
    
    272.3Musselwhite (1)(6)
    
    
    62.6
    
    
    
    11.6
    
    
    
    3.7
    
    
    
    6.8
    
    
    
    229.0Éléonore (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19.4
    
    
    
    711.9San Dimas (8)
    
    
    145.0
    
    
    
    50.0
    
    
    
    37.6
    
    
    
    47.0
    
    
    
    932.3Los Filos (8)
    
    
    14.6
    
    
    
    0.6
    
    
    
    7.1
    
    
    
    180.3
    
    
    
    703.2El Sauzal (2)
    
    
    45.1
    
    
    
    25.7
    
    
    
    14.3
    
    
    
    0.6
    
    
    
    1,100.4Peñasquito (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.6
    
    
    
    7,870.9Marlin (2)
    
    
    32.3
    
    
    
    6.6
    
    
    
    16.0
    
    
    
    4.4
    
    
    
    1,283.6Alumbrera
    
    
    593.1
    
    
    
    82.7
    
    
    
    334.2
    
    
    
    17.4
    
    
    
    1,016.8Marigold (2)
    
    
    19.2
    
    
    
    3.3
    
    
    
    6.3
    
    
    
    3.9
    
    
    
    551.0Wharf
    
    
    40.6
    
    
    
    3.8
    
    
    
    12.3
    
    
    
    2.0
    
    
    
    41.3Amapari (5)
    
    
    51.7
    
    
    
    15.4
    
    
    
    (189.6
    )
    
    
    13.1
    
    
    
    128.5Peak (5)
    
    
    79.7
    
    
    
    18.7
    
    
    
    21.4
    
    
    
    25.4
    
    
    
    201.6Pueblo Viejo (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.6
    
    
    
    98.9Silver Wheaton (7)
    
    
    158.5
    
    
    
    24.1
    
    
    
    75.7
    
    
    
    
    
    
    
    740.5Terrane
    
    
    
    
    
    
    
    
    
    
    (3.1
    )
    
    
    9.2
    
    
    
    167.9Other (4)(9)
    
    
    (26.7
    )
    
    
    1.9
    
    
    
    (92.2
    )
    
    
    2.7
    
    
    
    174.2Total
    
    $
    1,649.4
    
    
    $
    304.3
    
    
    $
    446.7
    
    
    $
    472.2
    
    
    $
    17,815.6
 (1)
    
    Includes results of operations for the period from May 11, 2006, the date of acquisition of
certain Placer Dome assets, onward (note 5(b)).(2)
    
    Includes results of operations for the period from November 4, 2006, the date of acquisition of
Glamis, onward (note 5(a)).(3)
    
    Includes results of operations for the period from March 31, 2006, the date of acquisition of
Virginia, onward (note 5(c)).(4)
    
    Includes cost of silver sales in San Dimas, corporate activities and results of San Martin,
from November 4, 2006, the date of acquisition of Glamis (note 5(a)), to October 2007, when it
commenced reclamation activities.(5)
    
    In April 2007, the Company sold its Amapari and Peak mines to Peak Gold (note 4(d)).(6)
    
    On December 21, 2007, the Company acquired the remaining 49% and 32% interest in Porcupine and
Musselwhite, respectively (note 4(c)), and, as a result, the figures above reflect Goldcorps 100%
ownership subsequent to December 21, 2007.(7)
    
    In February 2008, the Company disposed of its remaining 48% interest in Silver Wheaton (note
4(b)).(8)
    
    The Nukay operation, previously reported with San Dimas (formerly reported as Luismin), is
now presented as part of the Los Filos operations.(9)
    
    Includes assets of discontinued operations (note 6).(10)
    
    Intersegment sales and transfers are eliminated in the above financial information reported to
the Companys chief operating decision maker.
 24. CONTINGENCIES
  51




---



##### 



25. RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
  
 2008OtherCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    USGAAP
    
    
    adjustments (a)
    
    
    Adjustments
    
    
    GAAPRevenues
    
    $
    2,419.6
    
    
    $
    (490.7
    )
    
    $
    25.2
    (c)
    
    $
    1,954.1Operating expenses
    
    
    1,164.2
    
    
    
    (280.1
    )
    
    
    84.9
    (c)(k)
    
    
    969.0Depreciation and depletion
    
    
    499.1
    
    
    
    (75.3
    )
    
    
    19.9
    (c)(l)
    
    
    443.7Corporate administration
    
    
    136.7
    
    
    
    
    
    
    
    12.7
    (j)
    
    
    149.4Exploration
    
    
    66.5
    
    
    
    
    
    
    
    105.2
    (b)
    
    
    171.7Write-down of mining interests
    
    
    47.1
    
    
    
    
    
    
    
    
    
    
    
    47.1Earnings from operations
    
    
    506.0
    
    
    
    (135.3
    )
    
    
    (197.5
    )
    
    
    173.2Other income (expense)Interest and other income
    
    
    28.3
    
    
    
    4.4
    
    
    
    
    
    
    
    32.7Interest expense and finance fees
    
    
    (7.2
    )
    
    
    
    
    
    
    
    
    
    
    (7.2
    )Gain (loss) on foreign exchange
    
    
    1,058.9
    
    
    
    (11.9
    )
    
    
    (8.9
    )
    
    
    1,038.1Loss on non-hedge derivatives
    
    
    (2.6
    )
    
    
    
    
    
    
    
    
    
    
    (2.6
    )Loss on securities, net
    
    
    (105.9
    )
    
    
    
    
    
    
    0.9
    (d)
    
    
    (105.0
    )Gain on disposition of mining interests
    
    
    2.6
    
    
    
    
    
    
    
    
    
    
    
    2.6Gain on disposition of Silver Wheaton shares
    
    
    292.5
    
    
    
    
    
    
    
    101.8
    (l)
    
    
    394.3Dilution gains
    
    
    2.2
    
    
    
    
    
    
    
    
    
    
    
    2.2Mark-to-market losses on C$ share purchase warrants
    
    
    
    
    
    
    
    
    
    
    (75.2
    )(l)
    
    
    (75.2
    )Earnings from continuing operations before taxes, non-
controlling interests and share of earnings of equity
investees
    
    
    1,774.8
    
    
    
    (142.8
    )
    
    
    (178.9
    )(b)(c)
    
    
    1,453.1Income and mining taxes
    
    
    (295.4
    )
    
    
    40.6
    
    
    
    50.0
    (k)(l)
    
    
    (204.8
    )Non-controlling interests
    
    
    (7.7
    )
    
    
    
    
    
    
    39.0
    (l)
    
    
    31.3Share of earnings of equity investees
    
    
    3.9
    
    
    
    102.2
    
    
    
    (103.3
    )(b)(k)
    
    
    2.8Net earnings
    
    $
    1,475.6
    
    
    
    
    
    
    $
    (193.2
    )
    
    $
    1,282.4Other comprehensive (loss) (h)Loss on available-for-sale securities, net of tax expense of $0.6
million
    
    
    (124.0
    )
    
    
    
    
    
    
    
    
    
    
    (124.0
    )Reclassification adjustment for losses included in net earnings,
net of tax of $nil
    
    
    111.0
    
    
    
    
    
    
    
    
    
    
    
    111.0Adjustment arising from acquisition of Gold Eagle
    
    
    (29.2
    )
    
    
    
    
    
    
    
    
    
    
    (29.2
    )Adjustment arising from disposition of Silver Wheaton shares
    
    
    (17.7
    )
    
    
    
    
    
    
    
    
    
    
    (17.7
    )Defined benefit pension plans
    
    
    
    
    
    
    
    
    
    
    3.0
    (n)
    
    
    3.0Non-controlling interests
    
    
    (1.3
    )
    
    
    
    
    
    
    
    
    
    
    (1.3
    )Comprehensive income
    
    $
    1,414.4
    
    
    
    
    
    
    $
    (190.2
    )
    
    $
    1,224.2Net earnings per shareBasic
    
    $
    2.07
    
    
    
    
    
    
    
    
    
    
    $
    1.80Diluted
    
    
    2.06
    
    
    
    
    
    
    
    
    
    
    
    1.79
 52




---



##### 



2007OtherCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    USGAAP
    
    
    adjustments (a)
    
    
    Adjustments
    
    
    GAAPRevenues
    
    $
    2,206.8
    
    
    $
    (598.3
    )
    
    $
    30.8
    (c)
    
    $
    1,639.3Operating expenses
    
    
    953.8
    
    
    
    (283.0
    )
    
    
    24.3
    (c)
    
    
    695.1Depreciation and depletion
    
    
    465.1
    
    
    
    (76.6
    )
    
    
    6.2
    (c)
    
    
    394.7Corporate administration
    
    
    132.9
    
    
    
    
    
    
    
    10.0
    (j)
    
    
    142.9Exploration
    
    
    42.7
    
    
    
    
    
    
    
    79.0
    (b)
    
    
    121.7Earnings from operations
    
    
    612.3
    
    
    
    (238.7
    )
    
    
    (88.7
    )
    
    
    284.9Other income (expense)Interest and other income
    
    
    20.5
    
    
    
    (4.4
    )
    
    
    
    
    
    
    16.1Interest expense and finance fees
    
    
    (44.7
    )
    
    
    4.5
    
    
    
    
    
    
    
    (40.2
    )Loss on foreign exchange
    
    
    (49.4
    )
    
    
    0.5
    
    
    
    
    
    
    
    (48.9
    )Loss on non-hedge derivatives
    
    
    (23.5
    )
    
    
    
    
    
    
    
    
    
    
    (23.5
    )Gain on securities, net
    
    
    5.5
    
    
    
    
    
    
    
    1.9
    (d)
    
    
    7.4Gain on disposition of mining interests
    
    
    51.0
    
    
    
    
    
    
    
    
    
    
    
    51.0Dilution gains
    
    
    10.0
    
    
    
    
    
    
    
    
    
    
    
    10.0Mark-to-market losses on C$ share purchase
warrants
    
    
    
    
    
    
    
    
    
    
    (178.0
    )(l)
    
    
    (178.0
    )Earnings from continuing operations before
taxes, non-controlling interests and share of
earnings of equity investees
    
    
    581.7
    
    
    
    (238.1
    )
    
    
    (264.8
    )
    
    
    78.8Income and mining taxes
    
    
    (160.3
    )
    
    
    71.7
    
    
    
    26.0
    (b)(c)
    
    
    (62.6
    )Non-controlling interests
    
    
    (46.1
    )
    
    
    
    
    
    
    110.8
    (l)
    
    
    64.7Gain on sale of equity investment
    
    
    
    
    
    
    46.4
    
    
    
    
    
    
    
    46.4Share of earnings of equity investees
    
    
    0.1
    
    
    
    204.7
    
    
    
    (9.0
    )(k)
    
    
    195.8Net earnings from continuing operations
    
    
    375.4
    
    
    
    84.7
    
    
    
    (137.0
    )
    
    
    323.1Net earnings from discontinued operations
    
    
    84.7
    
    
    
    (84.7
    )
    
    
    
    
    
    
    Net earnings
    
    $
    460.1
    
    
    
    
    
    
    $
    (137.0
    )
    
    $
    323.1Other comprehensive income (loss) (h)Gain on available-for-sale securities, net of tax
recovery of $7.8 million
    
    
    36.4
    
    
    
    
    
    
    
    
    
    
    
    36.4Transfer of securities held as available-for-sale to
held-for-trading
    
    
    
    
    
    
    
    
    
    
    (1.9
    )(d)
    
    
    (1.9
    )Reclassification adjustment for gains included in
net earnings, net of tax of $1.2 million
    
    
    (21.1
    )
    
    
    
    
    
    
    
    
    
    
    (21.1
    )Defined benefit pension plans
    
    
    
    
    
    
    
    
    
    
    (0.4
    )(n)
    
    
    (0.4
    )Non-controlling interests
    
    
    (1.3
    )
    
    
    
    
    
    
    1.0
    (d)
    
    
    (0.3
    )Comprehensive income
    
    $
    474.1
    
    
    
    
    
    
    $
    (138.3
    )
    
    $
    335.8Net earnings per share  Basic and diluted
    
    $
    0.65
    
    
    
    
    
    
    
    
    
    
    $
    0.46
 53




---



##### 



2006OtherCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    USGAAP
    
    
    adjustments (a)
    
    
    Adjustments
    
    
    GAAPRevenues
    
    $
    1,649.4
    
    
    $
    (593.1
    )
    
    $
    
    
    
    $
    1,056.3Operating expenses
    
    
    613.1
    
    
    
    (176.1
    )
    
    
    
    
    
    
    437.0Depreciation and depletion
    
    
    304.3
    
    
    
    (82.5
    )
    
    
    
    
    
    
    221.8Corporate administration
    
    
    83.0
    
    
    
    
    
    
    
    8.0
    (j)
    
    
    91.0Exploration
    
    
    27.6
    
    
    
    
    
    
    
    24.9
    (b)
    
    
    52.5Write-down of mineral interests
    
    
    174.7
    
    
    
    
    
    
    
    
    
    
    
    174.7Earnings from operations
    
    
    446.7
    
    
    
    (334.5
    )
    
    
    (32.9
    )
    
    
    79.3Other income (expense)Interest and other income
    
    
    17.9
    
    
    
    (1.1
    )
    
    
    
    
    
    
    16.8Interest expense and finance fees
    
    
    (44.8
    )
    
    
    0.6
    
    
    
    
    
    
    
    (44.2
    )Gain on foreign exchange
    
    
    5.3
    
    
    
    0.4
    
    
    
    
    
    
    
    5.7Loss on non-hedge derivatives
    
    
    (4.1
    )
    
    
    
    
    
    
    
    
    
    
    (4.1
    )Gain (loss) on securities, net
    
    
    (5.0
    )
    
    
    
    
    
    
    9.8
    (d)
    
    
    4.8Gain on disposition of Silver Wheaton shares
    
    
    109.8
    
    
    
    
    
    
    
    
    
    
    
    109.8Dilution gains
    
    
    63.8
    
    
    
    
    
    
    
    
    
    
    
    63.8Mark-to-market losses on C$ share purchase
warrants
    
    
    
    
    
    
    
    
    
    
    (610.4
    )(l)
    
    
    (610.4
    )Earnings (loss) from continuing operations
before taxes, non-controlling interests and
share of earnings of equity investees
    
    
    589.6
    
    
    
    (334.6
    )
    
    
    (633.5
    )
    
    
    (378.5
    )Income and mining taxes
    
    
    (153.2
    )
    
    
    102.9
    
    
    
    14.1
    (i)(b)(d)
    
    
    (36.2
    )Non-controlling interests
    
    
    (35.8
    )
    
    
    
    
    
    
    68.8
    (l)
    
    
    33.0Share of earnings of equity investees
    
    
    
    
    
    
    239.4
    
    
    
    (4.3
    )(k)
    
    
    235.1Net earnings (loss) from continuing
operations before cumulative effect of
change in accounting policy
    
    
    400.6
    
    
    
    7.7
    
    
    
    (554.9
    )
    
    
    (146.6
    )Net earnings from discontinued operations
    
    
    7.7
    
    
    
    (7.7
    )
    
    
    
    
    
    
    Net earnings (loss) before cumulative effect
of change in accounting policy
    
    
    408.3
    
    
    
    
    
    
    
    (554.9
    )
    
    
    (146.6
    )Cumulative effect of change in accounting policy
    
    
    
    
    
    
    
    
    
    
    (14.9
    )(j)
    
    
    (14.9
    )Net earnings (loss)
    
    $
    408.3
    
    
    $
    
    
    
    $
    (569.8
    )
    
    $
    (161.5
    )Other comprehensive income (h)
    
    
    Unrealized gain on securities, net of
reclassification adjustment
    
    
    
    
    
    
    
    
    
    
    41.1
    (d)
    
    
    41.1Comprehensive income (loss)
    
    $
    408.3
    
    
    $
    
    
    
    $
    (528.7
    )(h)
    
    $
    (120.4
    )Net earnings (loss) per shareBefore the cumulative effect of changes in
accounting policy
    
    $
    0.94
    
    
    
    
    
    
    
    
    
    
    $
    (0.34
    )Basic
    
    
    0.94
    
    
    
    
    
    
    
    
    
    
    
    (0.37
    )Diluted
    
    
    0.93
    
    
    
    
    
    
    
    
    
    
    
    (0.37
    )
 54




---



##### 



2008EquityCanadian
    
    
    adjustments
    
    
    Other
    
    
    USGAAP
    
    
    (a)
    
    
    adjustments
    
    
    GAAPCurrent assets
    
    $
    762.3
    
    
    $
    (151.0
    )
    
    $
    7.9
    (c)(k)
    
    $
    619.2Mining interests
    
    
    17,062.5
    
    
    
    (561.2
    )
    
    
    (554.9
    ) (k)(l)(b)(c)
    
    
    15,946.4Goodwill
    
    
    761.8
    
    
    
    
    
    
    
    
    (l)
    
    
    761.8Equity adjustments for incorporated joint venture interests
    
    
    
    
    
    
    483.1
    
    
    
    (31.
    )4(k)
    
    
    451.7Other non-current assets
    
    
    422.2
    
    
    
    (66.4
    )
    
    
    
    
    
    
    355.8$
    19,008.8
    
    
    $
    (295.5
    )
    
    $
    (578.4
    )
    
    $
    18,134.9Current liabilities
    
    $
    475.5
    
    
    $
    (95.8
    )
    
    $
    1.1
    
    
    $
    380.8Derivative liability
    
    
    
    
    
    
    
    
    
    
    125.2
    (j)(l)
    
    
    125.2Future income and mining taxes
    
    
    3,203.9
    
    
    
    (178.8
    )
    
    
    (64.3
    ) (k)(l)(b)(c)
    
    
    2,960.8Long-term debt
    
    
    5.3
    
    
    
    
    
    
    
    
    
    
    
    5.3Other non-current liabilities
    
    
    313.8
    
    
    
    (20.9
    )
    
    
    (2.6
    )(n)
    
    
    290.33,998.5
    
    
    
    (295.5
    )
    
    
    59.4
    
    
    
    3,762.4Non-controlling interests
    
    
    51.2
    
    
    
    
    
    
    
    
    (l)
    
    
    51.2Shareholders equity
    
    
    14,959.1
    
    
    
    
    
    
    
    (637.8
    )
    
    
    14,321.3$
    19,008.8
    
    
    $
    (295.5
    )
    
    $
    (578.4
    )
    
    $
    18,134.92007Canadian
    
    
    Equityadjustments
    
    
    Other
    
    
    USGAAP
    
    
    (a)
    
    
    adjustments
    
    
    GAAPCurrent assets
    
    $
    951.8
    
    
    $
    (173.9
    )
    
    $
    25.9
    (c)
    
    $
    803.8Mining interests
    
    
    16,452.8
    
    
    
    (619.8
    )
    
    
    (129.5
    )(b)(c)
    
    
    15,703.5Goodwill
    
    
    815.6
    
    
    
    
    
    
    
    21.5
    (l)
    
    
    837.1Equity adjustment for incorporated joint venture interests
    
    
    
    
    
    
    517.0
    
    
    
    (24.4
    )(k)
    
    
    492.6Other non-current assets
    
    
    732.0
    
    
    
    (50.7
    )
    
    
    
    (c)
    
    
    681.3$
    18,952.2
    
    
    $
    (327.4
    )
    
    $
    (106.5
    )
    
    $
    18,518.3Current liabilities
    
    $
    321.4
    
    
    $
    (140.4
    )
    
    $
    
    
    
    $
    181.0Derivative liability
    
    
    
    
    
    
    
    
    
    
    649.2
    (j)(l)
    
    
    649.2Future income and mining taxes
    
    
    3,858.3
    
    
    
    (167.5
    )
    
    
    (35.3
    )(b)(d)
    
    
    3,655.5Long-term debt
    
    
    1,036.3
    
    
    
    
    
    
    
    
    
    
    
    1,036.3Other non-current liabilities
    
    
    308.0
    
    
    
    (19.5
    )
    
    
    1.7
    (n)
    
    
    290.25,524.0
    
    
    
    (327.4
    )
    
    
    615.6
    
    
    
    5,812.2Non-controlling interests
    
    
    449.6
    
    
    
    
    
    
    
    (227.0
    )(l)
    
    
    222.6Shareholders equity
    
    
    12,978.6
    
    
    
    
    
    
    
    (495.1
    )
    
    
    12,483.5$
    18,952.2
    
    
    $
    (327.4
    )
    
    $
    (106.5
    )
    
    $
    18,518.3
 55




---



##### 



2008
    
    
    2007
    
    
    2006Shareholders equityIn accordance with Canadian GAAP
    
    $
    14,959.1
    
    
    $
    12,978.6
    
    
    $
    12,475.0US GAAP adjustments detailed below
    
    
    (637.8
    )
    
    
    (495.1
    )
    
    
    (337.6
    )In accordance with US GAAP
    
    $
    14,321.3
    
    
    $
    12,483.5
    
    
    $
    12,137.4Common shares and share purchase warrantsIn accordance with Canadian GAAP
    
    $
    12,511.6
    
    
    $
    11,814.8
    
    
    $
    11,705.6Issuance of flow-through shares (f)
    
    
    (1.1
    )
    
    
    
    
    
    
    Renunciation of tax deductions on flow-through shares (f)
    
    
    1.3
    
    
    
    1.3
    
    
    
    1.3Reclassification of C$ share purchase warrants (l)
    
    
    711.6
    
    
    
    719.6
    
    
    
    719.6Reversal of stock options exercised under Canadian GAAP (j)
    
    
    (39.6
    )
    
    
    (26.2
    )
    
    
    (8.5
    )Reclassification of stock options under US GAAP (j)
    
    
    103.6
    
    
    
    56.9
    
    
    
    18.6In accordance with US GAAP
    
    $
    13,287.4
    
    
    $
    12,566.4
    
    
    $
    12,436.6Accumulated other comprehensive income(h)Unrealized foreign exchange translation adjustment:In accordance with Canadian GAAP
    
    $
    101.9
    
    
    $
    101.9
    
    
    $
    101.9Realization of cumulative translation adjustment (g)
    
    
    3.4
    
    
    
    3.4
    
    
    
    3.4In accordance with US GAAP
    
    
    105.3
    
    
    
    105.3
    
    
    
    105.3Unrealized mark-to- market gains (losses) on available-for-sale securities and
investments:In accordance with Canadian GAAP
    
    
    (5.0
    )
    
    
    73.4
    
    
    
    Unrealized holding gains on available-for-sale securities, net of taxes of $8.5 million (d)
    
    
    
    
    
    
    
    
    
    
    40.9Cumulative reclassification adjustments for realized losses recorded in earnings, net of
taxes of $0.9 million (d)
    
    
    
    
    
    
    
    
    
    
    4.1Transfer of securities held as available-for-sale to held-for-trading (d)
    
    
    
    
    
    
    (1.9
    )
    
    
    In accordance with US GAAP
    
    
    (5.0
    )
    
    
    71.5
    
    
    
    45.0Defined benefit pension liability in accordance with US GAAP (n)
    
    
    1.8
    
    
    
    (1.2
    )
    
    
    Non-controlling interests:In accordance with Canadian GAAP
    
    
    
    
    
    
    (17.2
    )
    
    
    Non-controlling interests on transfer of securities held as available-for-sale to held-
for-trading (d)
    
    
    
    
    
    
    1.0
    
    
    
    In accordance with US GAAP
    
    
    
    
    
    
    (16.2
    )
    
    
    Total accumulated other comprehensive income in accordance with US GAAP
    
    $
    102.1
    
    
    $
    159.4
    
    
    $
    150.3Stock options and additional paid in capitalIn accordance with Canadian GAAP
    
    $
    113.6
    
    
    $
    115.6
    
    
    $
    120.2Changes to contributed surplus (e)
    
    
    14.3
    
    
    
    14.3
    
    
    
    14.3Reversal of stock options exercised under Canadian GAAP (j)
    
    
    39.6
    
    
    
    26.2
    
    
    
    8.5Reclassification of stock options under US GAAP (j)
    
    
    (89.6
    )
    
    
    (100.3
    )
    
    
    (96.6
    )In accordance with US GAAP
    
    $
    77.9
    
    
    $
    55.8
    
    
    $
    46.4
 56




---



##### 



2008
    
    
    2007
    
    
    2006Retained earnings (Accumulated deficit)In accordance with Canadian GAAP
    
    $
    2,237.0
    
    
    $
    890.1
    
    
    $
    547.3Realization of cumulative translation adjustment (g)
    
    
    (3.4
    )
    
    
    (3.4
    )
    
    
    (3.4
    )Changes to contributed surplus (e)
    
    
    (14.3
    )
    
    
    (14.3
    )
    
    
    (14.3
    )Renunciation of tax deductions on flow-through shares (f)
    
    
    (1.3
    )
    
    
    (1.3
    )
    
    
    (1.3
    )Mark-to-market loss on share purchase warrants (l)
    
    
    (1,080.2
    )
    
    
    (1,044.0
    )
    
    
    (977.8
    )Additional stock compensation expense (j)
    
    
    (30.7
    )
    
    
    (18.0
    )
    
    
    (8.0
    )Transfer of securities held as available-for-sale to held-for-trading (d)
    
    
    
    
    
    
    0.9
    
    
    
    Unrealized holding gains on available-for-sale securities, net of tax (d)
    
    
    
    
    
    
    
    
    
    
    8.0Cumulative effect of change in accounting policy for stock options (j)
    
    
    (14.9
    )
    
    
    (14.9
    )
    
    
    (14.9
    )Expensing of exploration costs (b)
    
    
    (242.8
    )
    
    
    (69.1
    )
    
    
    (16.1
    )Expensing of deferred stripping costs (k)
    
    
    (32.5
    )
    
    
    (24.4
    )
    
    
    (15.4
    )Commercial production adjustment (c)
    
    
    (57.3
    )
    
    
    0.3
    
    
    
    Disposition of Silver Wheaton shares adjustment (l)
    
    
    103.2
    
    
    
    
    
    
    
    Foreign exchange impact of US GAAP adjustments
    
    
    (8.9
    )
    
    
    
    
    
    
    In accordance with US GAAP
    
    $
    853.9
    
    
    $
    (298.1
    )
    
    $
    (495.9
    )
 57




---



##### 



2008
    
    
    2007
    
    
    2006Operating activitiesCash provided by operating activities of continuing operations
under Canadian GAAP
    
    $
    866.0
    
    
    $
    650.7
    
    
    $
    763.7Deferred stripping costs capitalized under Canadian GAAP (k)
    
    
    (1.1
    )
    
    
    
    
    
    
    Exploration costs capitalized under Canadian GAAP (b)
    
    
    (233.6
    )
    
    
    (79.0
    )
    
    
    (24.9
    )Commercial production adjustment under US GAAP (c)
    
    
    (64.1
    )
    
    
    (19.4
    )
    
    
    Incorporated joint venture equity adjustment (a) (k)
    
    
    (117.6
    )
    
    
    (46.0
    )
    
    
    (304.0
    )Cash provided by operating activities under US GAAP
    
    
    449.6
    
    
    
    506.3
    
    
    
    434.8Investing activitiesCash used in investing activities of continuing operations under Canadian GAAP
    
    
    (441.7
    )
    
    
    (857.6
    )
    
    
    (2,274.6
    )Deferred stripping costs capitalized under Canadian GAAP (k)
    
    
    1.1
    
    
    
    
    
    
    
    Exploration costs capitalized under Canadian GAAP (b)
    
    
    233.6
    
    
    
    79.0
    
    
    
    24.9Commercial production adjustment under US GAAP (c)
    
    
    64.1
    
    
    
    19.4
    
    
    
    Incorporated joint venture equity adjustment (a) (k)
    
    
    29.6
    
    
    
    13.3
    
    
    
    7.0Cash used in investing activities under US GAAP
    
    
    (113.3
    )
    
    
    (745.9
    )
    
    
    (2,242.7
    )Financing activitiesCash provided by (used in) financing activities under Canadian GAAP
    
    
    (659.9
    )
    
    
    122.4
    
    
    
    1,478.4Incorporated joint venture equity adjustment (a)
    
    
    101.0
    
    
    
    295.4
    
    
    
    112.5Cash provided by (used in) financing activities under US GAAP
    
    
    (558.9
    )
    
    
    417.8
    
    
    
    1,590.9Effect of exchange rate changes on cash and cash equivalents
    
    
    (12.9
    )
    
    
    1.0
    
    
    
    0.2Increase (decrease) in cash and cash equivalents under US GAAP
    
    
    (235.5
    )
    
    
    179.2
    
    
    
    (216.8
    )Cash and cash equivalents, beginning of year under US GAAP
    
    
    466.0
    
    
    
    286.8
    
    
    
    503.6Cash and cash equivalents, end of year under US GAAP
    
    $
    230.5
    
    
    $
    466.0
    
    
    $
    286.8
 Differences between Canadian and US GAAP as they affect the Companys financial statements are as follows:
 (a)
    
    Joint venture interestsUnder Canadian GAAP, the Company proportionately consolidates its interest in the incorporated
joint venture of Alumbrera. The Companys interest in the La Coipa incorporated joint venture
was proportionately consolidated in 2006 but has been reclassified as a discontinued operation
in 2007 as a result of its sale on December 21, 2007 (note4(c)). Under US GAAP, the Company is
required to equity account for these investments and records its proportionate share of net
earnings in share of earnings of equity investees. Goldcorps share of net earnings from
Alumbrera amounted to $102.2 million for the year ended December 31, 2008 (2007  $166.4
million; 2006  $231.7 million). Goldcorps share of net earnings from La Coipa for the years
ended December 31, 2007 and 2006 amounted to $38.3 million and $7.7 million, respectively.Under Canadian GAAP, the Company proportionately consolidates its interests in the
unincorporated joint venture of Marigold, and proportionately consolidated its interests in the
Porcupine and Musselwhite unincorporated joint ventures up to December 21, 2007 when a full
ownership interest was acquired (note4(c)). US GAAP allows interests in unincorporated joint
ventures in the natural resource industry to be accounted for by proportionate consolidation.(b)
    
    Development expenditures applicable to mining propertiesUnder Canadian GAAP, exploration costs incurred to the date of establishing that a property is
economically recoverable are charged to earnings. Further development expenditures are
capitalized and included in the carrying amount of the related property. Under US GAAP,
exploration costs incurred until the completion of a final feasibility study on the property are
charged to earnings in the period they are incurred. Under US GAAP, $233.6 million of such
expenditures would be expensed during the year ended December 31, 2008, which resulted in a
$173.7 million, net of tax of $59.9 million charge to earnings
 58




---



##### 



(2007  $53.0 million, net of tax of
$26.0 million; 2006  $16.0 million, net of tax of $8.9
million) principally arising from mining expenditures incurred relating to the Éléonore,
Hollinger, Pueblo Viejo, Cerro Blanco and Terrane development projects. The portion relating to
Pueblo Viejo which was a $96.3 million, net of tax of $32.1 million charge to earnings is
recorded in share of earnings of equity investees.The Company incurred $63.5 million of drilling and related costs during the year ended December
31, 2008 (2007  $64.2 million; 2006  $31.2 million) to convert mineral resources to reserves
or to provide greater definition of existing reserves at properties that are either in the
production or development stage that were capitalized. The Company acknowledges that there is
diversity in interpretation and application of accounting practice within the mining industry
with respect to the accounting treatment of such costs, in that some companies expense as
incurred, the drilling and related costs incurred to define and delineate residual mineral
deposits that have not been classified as proven and probable reserves at a development stage or
production stage mine.(c)
    
    Commencement of productionUnder Canadian GAAP, the Company uses specific criteria to assess the point at which an
operation commences commercial production (note2(h)). Under US GAAP, commercial production is
considered to have commenced when saleable minerals are extracted (produced) from an ore body,
regardless of the level of production. However, commercial production does not commence with the
removal of de minimus saleable mineral material that occurs in conjunction with the removal of
overburden or waste material for the purpose of obtaining access to an ore body. For the year
ended December 31, 2008, there was one Canadian/US GAAP difference with respect to the
determination of commercial production as follows:
 (i)
    
    Peñasquito project
 According to Canadian GAAP, at December 31, 2008, the mine is at a pre-commercial production
phase while for US GAAP purposes, commercial production commenced and associated production
costs were expensed beginning on February 1, 2008. For US GAAP purposes, the impact of this
difference was to increase revenues, operating expenses, and depreciation and depletion expense
for the year ended December 31, 2008 by $25.2 million, $83.4 million, and $21.9 million
respectively, decrease net earnings for the year ended December 31, 2008 by $57.7 million, and
the balance sheet impact was to increase inventories by $5.9 million, decrease mining interests
by $86.0 million and decrease future income and mining taxes by $22.4 million as at December 31,
2008.
 (ii)
    
    Los Filos project
 According to Canadian GAAP, the mine commenced commercial production on January 1, 2008, while
for US GAAP purposes, commercial production commenced and associated production costs were
expensed beginning on March 1, 2007. For US GAAP purposes, the impact of this difference was to
increase net earnings for the year ended December 31, 2007 by $1.8 million and the balance sheet
impact was to increase inventories by $26.0 million, decrease mining interests by $23.5 million
and decrease current future income and mining tax asset by $0.7 million as at December 31, 2007.
At December 31, 2008, the balance sheet impact was to increase mining interests by $2.5 million,
decrease current future income and mining tax asset by $0.7 million and increase opening
retained earnings by $1.8 million.
 (iii)
    
    Red Lake underground expansion project
 An expansion of the underground mine at Red Lake commenced in 2006. The #3 shaft production
hoist and service cage was commissioned during the third quarter of 2007 and waste skipping and
personnel movement commenced. However, due to a change in the project scope and the fact that
the ventilation system was not functional until a later date, the shaft was not considered to be
in commercial production for purposes of Canadian GAAP until January 1, 2008. Under US GAAP,
once an asset is in operation it is considered to be in use and should be depreciated. For US
GAAP purposes, the impact of this
 59




---



##### 



difference was to increase depreciation and depletion expense for the year ended December 31,
2007 by $2.1 million, decrease net earnings for the year ended December 31, 2007 by $1.4
million, decrease mining interests at December 31, 2007 and 2008 by $2.1 million and increase
current future income and mining tax asset at December 31, 2007 and 2008 by $0.7 million.(d)
    
    Investments in securitiesPrior to the adoption of the new Canadian accounting standards for financial instruments on
January 1, 2007 (note 3), a US and Canadian GAAP difference existed in the accounting for
investments in marketable and equity securities, which, under US GAAP Statement of Financial
Accounting Standards (SFAS) 115  Accounting for Certain Investments
in Debt and Equity Securities, would have been classified as trading securities and available-for-sale,
respectively, and carried at fair value. The unrealized gains on trading securities were not
recognized under Canadian GAAP, but were recognized under US GAAP in net earnings. The
unrealized holding gains on available-for-sale securities were also not recognized under
Canadian GAAP, but were recognized under US GAAP as a component of other comprehensive income
and reported in a separate component of shareholders equity until realized. At December 31,
2006, for US GAAP purposes, the Companys marketable securities increased by $12.1 million
and long-term investments increased by $70.5 million as a result of valuing the investments
in marketable and equity securities at fair value, with an increase in future income tax
liabilities of $11.2 million. The amounts recorded in other comprehensive income for US GAAP
purposes, for the year ended December 31, 2006 was $40.9 million (net of tax expense of $8.5
million). The amount recorded in net earnings in the year ended December 31, 2006 was $8.0
million (net of tax expense of $1.8 million). The unrealized holding gain in AOCI at December
31, 2006 includes $18.4 million related to Silver Wheatons non-controlling interests.(e)
    
    Contributed surplusPrior to 2004 and under Canadian GAAP, the Company used $70.6 million of contributed surplus
to eliminate a deficit which is not allowed for under US GAAP. Also prior to 2004, for US
GAAP purposes the Company reduced contributed surplus by $56.3 million resulting from the
amalgamation with another company.(f)
    
    Flow-through sharesUnder US GAAP, the proceeds from the issuance of flow-through shares are allocated between
the offering of shares and the sale of tax benefits. The allocation is made based on the
difference between the quoted price of the underlying shares and the amount the investor pays
for the flow-through shares. A liability is recorded for this difference and is reversed when
tax benefits are renounced. Under Canadian GAAP, the estimated income tax benefits renounced
by the Company are treated as a cost of issuing equity and share capital is reduced.(g)
    
    Cumulative translation adjustmentPrior to April 1, 2005, the Canadian dollar was determined to be the functional currency of
the Companys Canadian operations and these operations were translated into US dollars with
the cumulative translation adjustment recorded in AOCI under both
Canadian and US GAAP.
Under US GAAP, a proportionate amount of the cumulative translation adjustment ($3.4 million)
is not recognized in earnings when there is a reduction in the Companys net investment in a
subsidiary as a result of dividend distributions.(h)
    
    Comprehensive incomeUnder US GAAP, SFAS 130  Reporting Comprehensive Income establishes rules for the reporting
and display of comprehensive income and its components. Comprehensive income is net earnings,
plus certain other items that are recorded directly to shareholders equity such as foreign
exchange translation adjustments and unrealized mark-to-market gains and losses on
available-for-sale securities and investments. A Canadian/US GAAP difference existed prior to
the adoption of the new Canadian accounting standard for comprehensive income on January 1,
2007 (note 3).
 60




---



##### 



(i)
    
    Mining taxesCertain changes to income tax legislation affecting mining companies became law in 2003.
However, the enabling regulations which quantify the deduction for mining taxes paid permitted
by this change in legislation (which was considered to be substantively enacted for Canadian
GAAP purposes) did not receive the required approval to be considered enacted for US GAAP
purposes until October 4, 2006. Consequently, for US GAAP purposes, the 2004 and 2005 results
were adjusted to remove the benefit recognized for the deduction for income tax purposes of
actual provincial and other Crown royalties and mining taxes. As these legislative changes were
enacted for US GAAP purposes in 2006, the cumulative adjustment of $7.1 million with respect to
these income tax benefits was recorded in net earnings in 2006.(j)
    
    Stock optionsThe Company has a 2005 Stock Option Plan (note19(b)). Effective January 1, 2003, the Company
adopted the fair value recognition provisions of SFAS 123  Accounting for Stock-Based
Compensation, prospectively to all employee awards granted, modified, or settled after January
1, 2003. On January 1, 2006, the Company adopted SFAS 123R  Accounting for Stock-Based
Compensation (SFAS 123R)on a modified prospective basis, and, as a result, prior periods were
not restated. The application of SFAS 123R to Restricted Share Units did not result in any
significant change in the method of accounting for these units.The accounting for stock option expense relating to stock options granted to employees is
similar under Canadian and US GAAP with the exception noted below.Stock options issued to employees of foreign operations, with an exercise price denominated in a
currency other than the US dollar, the Companys functional currency, or the local currency of
the foreign operation, are required under SFAS 123R to be classified as liabilities and fair
valued each period. The cumulative effect of this change in accounting policy was recorded as at
January 1, 2006, and resulted in a $14.9 million decrease to opening retained earnings, a total
increase to derivative liability of $23.4 million and a decrease to stock options and additional
paid in capital of $8.5 million. For the year ended December 31, 2008, the net effect of
accounting for these stock options as derivative liability, is to reduce net earnings by $12.7
million (2007  $10.0 million; 2006  $8.0 million). The derivative liability at December 31,
2008 relating to stock options issued to employees of foreign operations totaled $31.6 million
(December 31, 2007  $76.3 million), which is net of
$46.7 million (2007   $38.3 million; 2006
  $18.6 million) reclassified to common shares relating to stock options exercised during the
year then ended. During the year ended December 31, 2008, stock options and additional paid in
capital was increased by $10.7 million relating to the reclassification of $11.9 million from
derivative liability for the change in status of certain employees, offset by the reversal of
$1.2 million of stock option expense recognized on options issued to foreign operations under
Canadian GAAP (2007  reduced by $3.7 million relating to the reversal of stock option expense
recognized on options issued to foreign operations under Canadian GAAP). During the year ended
December 31, 2006, stock options and additional paid in capital was reduced by $96.6 million
relating to the reclassification of $82.1 million of stock options issued to employees of
foreign operations to derivative liability, the reversal of $6.0 million of stock option expense
recognized on options issued to foreign operations under Canadian GAAP and the cumulative impact
of the change in accounting policy for stock options of $8.5 million. The reversal of amounts
reclassified to common shares on exercise of stock options under Canadian GAAP during the year
ended December 31, 2008 was $13.4 million (2007 
$17.7 million; 2006  $8.5 million).The total intrinsic value of stock options outstanding and exercisable at December 31, 2008,
exclusive of options issued to employees of foreign operations, was $89.9 million and $70.3
million, respectively. The total intrinsic value of stock options exercised during the year
ended December 31, 2008 was $66.8 million.At December 31, 2008 there was $33.2 million of total unrecognized compensation cost related to
unvested stock options. This cost will be recognized over the weighted average period of 2.22
years. The following summarizes the changes in the Companys unvested stock options during the
year ended December 31, 2008:
 61




---



##### 



Number of
    
    
    WeightedStock Options
    
    
    Average GrantGranted
    
    
    Date Fair Value(000s)
    
    
    (US$/option)Unvested stock options at January 1, 2008
    
    
    4,637
    
    
    $
    6.26Granted
    
    
    4,520
    
    
    
    11.42Vested
    
    
    (2,466
    )
    
    
    6.11Forfeited
    
    
    (325
    )
    
    
    8.98Unvested stock options at December 31, 2008
    
    
    6,366
    
    
    $
    9.84
 (k)
    
    Deferred stripping costsOn January 1, 2006, the Company adopted EITF 04-06  Accounting for
Stripping Costs Incurred during Production in the Mining Industry, which differs from the Canadian GAAP guidance in
EIC-160  Stripping Costs Incurred in the Production Phase of a Mining Operation. Under US GAAP,
stripping costs incurred during the production phase of a mine are included in earnings in the
period they are incurred. Therefore additions to the deferred stripping cost balance capitalized
under Canadian GAAP is charged to earnings for US GAAP purposes as gold is produced and sold.
The Company adjusted for this difference retroactively, with the cumulative effect of the change
in accounting policy recorded in the opening balance of retained earnings as at January 1, 2006.
The opening retained earnings adjustment, which impacted the Alumbrera mine only, was $11.1
million (net of future income and mining taxes of $4.8 million). For the year ended December 31,
2008, this Canadian/US GAAP difference also impacted the Los Filos mine which capitalized
deferred stripping costs during 2008. For the year ended December 31, 2008, the net effect of
expensing the stripping costs for US GAAP purposes is to reduce net earnings by $8.1 million
(2007  $9.0 million; 2006  $4.3 million), net of future income tax recovery of $0.4 million
(2007 and 2006  $nil). Of the $8.1 million charge to earnings, $7.0 million relates to
Alumbrera, which is recorded in share of earnings of equity investees.
 62




---



##### 



(l)
    
    Share purchase warrantsFor Canadian GAAP purposes, all of the Companys outstanding share purchase warrants are
classified and accounted for as equity in the Companys consolidated financial statements. In
2006, an interpretation of US GAAP, contained in SFAS 133  Accounting for Derivative
Instruments and Hedging Activities,required that share purchase warrants with an exercise price
denominated in a currency other than the Companys functional currency be classified and
accounted for as financial liabilities at their fair values with changes in fair values being
included in net earnings. For the year ended December 31, 2008, the net effect of reflecting the
mark-to-market loss on these share purchase warrants was to reduce net earnings by $36.2
million, net of non-controlling interests of $39.0 million (2007  $66.2 million mark-to-market
loss, net of non-controlling interests of $111.8 million; 2006  $541.6 million mark-to-market
loss, net of non-controlling interests of $68.8 million).On September 25, 2008, the Company completed its acquisition of Gold Eagle (notes4(a)and
19(a))for $1,286.8 million. As part of its purchase price, the Company issued 0.8 million share
purchase warrants with an exercise price of C$34.76 per share. The amount reclassified to
derivative liability for these warrants was $8.0 million. On February 14, 2008, the Company
disposed of its remaining 48% interest in Silver Wheaton (note4(b)).The results of Silver
Wheaton were consolidated prior to this disposition. The effect of this disposition was to
decrease goodwill by $21.5 million, decrease derivative liability by $562.5 million and increase
non-controlling interests by $266.0 million. The net amount of $275.0 million was recognized as
an increase to gain on disposition of Silver Wheaton shares by $101.8 million, decrease to
mining interests by $171.2 million, decrease to depreciation and depletion expense by $2.0
million and increase to income and mining tax expense and future income and mining tax liability
by $0.6 million. The $719.6 million reclassification of warrants from derivative liabilities to
common shares and share purchase warrants in 2006 relates to the early exercise of the five
existing series of warrants at the time of announcement in March 2006. In 2006, the Company
restated its goodwill arising from the purchase of Wheaton River in 2005 in the amount of $21.5
million, for US GAAP purposes, due to the impact of the above interpretation on the fair value
of the net assets of Silver Wheaton, a subsidiary acquired as part of that purchase.The derivative liability relating to share purchase warrants at December 31, 2008 was $93.6
million (December 31, 2007 -$572.9 million). The non-controlling interest share of the
derivative liability relating to share purchase warrants at December 31, 2008 was $nil (December
31, 2007  $227.0 million).(m)
    
    Pro forma information on business combinationsUnder US GAAP, SFAS 141  Business combinations requires disclosure of certain pro forma
information for the period in which a material business combination occurs. The 2007 and 2006
columns of the following table presents the pro forma results of operations for informational
purposes, assuming that (i) the Company had acquired the full ownership interest in Porcupine
and Musselwhite (note4(c))at the beginning of 2007 and (ii) the Company had acquired Glamis
(note5(a)),certain Placer Dome assets (note5(b)),Virginia (note5(c))and the full ownership
interest in Porcupine and Musselwhite (note4(c))at the beginning of 2006, respectively.
 2007
    
    
    2006Revenues
    
    $
    1,796.9
    
    
    $
    1,578.2Net earnings (loss)
    
    
    323.2
    
    
    
    (204.2
    )Pro forma basic and diluted net earnings (loss) per share
    
    
    0.46
    
    
    
    (0.29
    )
 The pro forma results of operations give effect to certain adjustments including the increase in
depletion, depreciation and amortization resulting from adjustments to carrying values of mining
assets upon acquisition of mine assets. The pro forma basic and diluted net earnings (loss) per
share have been calculated assuming the common shares issued in connection with the acquisition of
Glamis, Virginia and Wheaton were issued at the beginning of each year presented. This information
may not necessarily be indicative of the future combined results of operations of the Company.
 63




---



##### 



(n)
    
    Defined benefit pension plansIn September 2006, the Financial Accounting Standards Board
(FASB) issued SFAS 158 - Employers Accounting for Defined
Benefit Plans and Other Post Retirement Benefits  an
amendment of FASB Statements No. 87, 88, 106 and 132(R)
(SFAS 158), which was effective for the Companys December 31, 2006 consolidated financial
statements. SFAS 158 requires an employer to recognize the overfunded or underfunded status
of a defined benefit plan, other than a multi-employer plan, as an asset or liability, with
changes in the funded status recognized as other comprehensive income. An additional
requirement, to measure the funded status of a plan as of the year-end date, is effective for
years ending after December 15, 2008.The Company adopted SFAS 158 for its 2006 fiscal year. For US GAAP purposes, the net effect
of this adoption was to increase other comprehensive income for the year ended December 31,
2008 by $3.0 million (2007  decrease by $0.4 million), decrease other long-term liabilities
at December 31, 2008 by $2.6 million (December 31,
2007  increase by $1.7 million), increase
future income and mining taxes at December 31, 2008 by
$0.8 million (December 31, 2007 
decrease future income and mining taxes by $0.5 million) and increase AOCI at December 31,
2008 by $1.8 million (December 31, 2007  decrease by $1.2 million).For US GAAP purposes, the amounts recognized in AOCI (pre-tax) that have not been recognized
as components of defined benefit pension expense at December 31 are as follows:
 2008
    
    
    2007Actuarial gain (loss), net
    
    $
    5.3
    
    
    $
    (0.5
    )Past service costs
    
    
    (2.7
    )
    
    
    (1.2
    )2.6
    
    
    
    (1.7
    )
 The estimated net gain and past service costs for the defined benefit pension plans that will be
amortized from AOCI into defined benefit pension expense over the next fiscal year are $0.3
million and $0.2 million, respectively.(o)
    
    Accounting for Uncertainty in Income TaxesIn July 2006, the FASB issued FASB Interpretation 48  Accounting for Uncertainty
in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting
for income taxes by prescribing a minimum recognition threshold that a tax position is required
to meet before being recognized in the financial statements. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods,
disclosures, and transition.The Company adopted the provisions of FIN 48 on January 1, 2007. The adoption did not result in
any adjustment to opening retained earnings for purposes of US GAAP.A reconciliation of the beginning and ending amount of the unrecognized tax benefits is as
follows:
 2008
    
    
    2007Balance at January 1
    
    $
    105.7
    
    
    $
    129.1Additions based on tax positions taken during the current year
    
    
    5.9
    
    
    
    20.4Additions for tax positions taken during prior years
    
    
    2.4
    
    
    
    14.0Reductions for tax positions taken during prior years
    
    
    (15.1
    )
    
    
    (57.8
    )Balance at December 31
    
    $
    98.9
    
    
    $
    105.7
 As at December 31, 2008, the Company had $98.9 million of unrecognized tax benefits. If recognized,
$98.9 million of these amounts would be recorded as a benefit to income taxes on the Consolidated
Statements of Earnings and, therefore, would impact the reported effective tax rate. In February
2009, the Company reached a settlement with the Internal Revenue Service related to certain income
tax audits for the years 2005 to 2007. As a result, it is likely that within the next twelve
months, the amount of unrecognized tax benefits will decrease by $13.0 million for such resolution.
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##### 



The Company recognizes interest and penalties related to unrecognized tax benefits in income tax
expense. During the year ended December 31, 2008, the Company recognized $3.9 million of interest
and penalties (2007  $5.5 million; 2006  $1.5 million). The Company had $12.3 million of interest
and penalties accrued at December 31, 2008 (December 31, 2007  $8.4 million).The Company is subject to taxes in Canada, the United States, Mexico, Honduras, Argentina and
various foreign countries. The tax years of major tax jurisdictions which remain subject to
examination as of December 31, 2008 are as follows:
 Canada
    
    2001 to 2008United States
    
    
    2000 to 2008Mexico
    
    
    2003 to 2008Honduras
    
    
    2003 to 2008Argentina
    
    
    2003 to 2008
 (p)
    
    Accounting for Certain Hybrid Financial InstrumentsIn February 2006, the FASB issued SFAS 155  Accounting for
Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and
140 (SFAS 155). This Statement simplifies
accounting for certain hybrid financial instruments by permitting fair value remeasurements for
any hybrid financial instrument that contains an embedded derivative that would otherwise
require bifurcation, and eliminates the restriction on the passive derivative instruments that a
qualifying special  purpose entity (SPE) may hold, with any changes in fair value recognized
in earnings. SFAS 155 is effective for all financial instruments acquired or issued in the first
fiscal year beginning after Sept. 15, 2006. The adoption of SFAS 155 at January 1, 2007 did not
have a material impact on the Companys consolidated financial statements.(q)
    
    Accounting for Planned Major Maintenance ActivitiesIn September 2006, the FASB issued FSP AUG AIR-1  Accounting for Planned
Major Maintenance Activities (FSP AUG AIR-1), which prohibits the use of the accrue-in-advance method of
accounting for planned major maintenance activities in annual and interim financial statements,
for fiscal years beginning after December 15, 2006. The adoption of FSP AUG AIR-1 did not have a
material impact on the Companys consolidated financial statements.(r)
    
    United States accounting pronouncements adopted effective January 1, 2008
 (i)
    
    Fair Value Measurements
 In September 2006, the FASB issued SFAS 157  Fair Value Measurements
(SFAS 157), effective
for fiscal periods beginning after November 15, 2007. SFAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. In December 2007, the FASB issued FSP FAS 157-2,
which provided for a one-year deferral of the application of SFAS 157 for non-financial assets
and liabilities recognized or disclosed at fair value in the financial statements on a
non-recurring basis. The adoption of SFAS 157 at January 1, 2008, for financial assets and
liabilities carried at fair value, did not have a material impact on the Companys consolidated
financial statements.
 (ii)
    
    Fair Value Option
 In February 2007, the FASB issued SFAS 159  The Fair Value Option
for Financial Assets and Financial Liabilities  including an
amendment of FASB Statement No. 115 (SFAS 159) which
permits entities to choose to measure many financial instruments and certain other items at fair
value. This statement is effective for fiscal periods beginning after November 15, 2007. The
adoption of SFAS 159 at January 1, 2008 did not have a material impact on the Companys
consolidated financial statements.
 65




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##### 



(s)
    
    United States accounting pronouncements to be implemented effective January 1, 2009In December 2007, the FASB issued SFAS 141(R)  Business Combinations (SFAS 141(R)) and
SFAS 160  Non-controlling Interests in Consolidated Financial Statements (SFAS 160), which
are both effective for fiscal years beginning after December 15, 2008.SFAS 141(R), which will replace SFAS 141  Business Combinations (SFAS 141), is applicable
to business combinations consummated after the effective date of December 15, 2008. Under
SFAS 141(R), business combinations will be accounted for under the acquisition method,
compared to the purchase method required by SFAS 141. The significant changes that will
result from applying the acquisition method of SFAS 141(R) include: (i) the definition of a
business is broadened to include development stage entities, and therefore more acquisitions
will be accounted for as business combinations rather than asset acquisitions; (ii) the
measurement date for equity interests issued by the acquirer is the acquisition date instead
of a few days before and after terms are agreed to and announced, which may significantly
change the amount recorded for the acquired business if share prices differ from the
agreement and announcement date to the acquisition date; (iii) all future adjustments to
income tax estimates will be recorded to income tax expense, whereas under SFAS 141, certain
changes in income tax estimates were recorded to goodwill; (iv) acquisition-related costs of
the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees,
and other professional or consulting fees will be expensed as incurred, whereas under SFAS
141, these costs are capitalized as part of the cost of the business combination; (v) the
assets acquired and liabilities assumed are recorded at 100% of fair value even if less than
100% is obtained, whereas under SFAS 141, only the controlling interests portion is recorded
at fair value; and (vi) the non-controlling interest will be recorded at its share of fair
value of net assets acquired, including its share of goodwill, whereas under SFAS 141, the
non-controlling interest is recorded at its share of carrying value of net assets acquired
with no goodwill being allocated.Under SFAS 160, non-controlling interests will be measured at 100% of the fair value of
assets acquired and liabilities assumed. For presentation disclosure purposes,
non-controlling interests will be classified as a separate component of shareholders equity.
In addition, SFAS 160 will change the manner in which increases and decreases in ownership
percentages are accounted for. Changes in ownership percentages will be recorded as equity
transactions and no gain or loss will be recognized as long as the parent retains control of
the subsidiary. When a parent company deconsolidates a subsidiary but retains a
non-controlling interest, the non-controlling interest is re-measured at fair value on the
date control is lost and a gain or loss is recognized at that time. Under SFAS 160,
accumulated losses attributable to the non-controlling interests are no longer limited to the
original carrying amount, and therefore non-controlling interests could have a negative
carrying amount. The provisions of SFAS 160 are to be applied prospectively with the
exception of the presentation and disclosure provisions, which are to be applied for all
prior periods presented in the financial statements. Early adoption is not permitted.
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##### 



HEAD OFFICE
    
    
    
    STOCK EXCHANGE LISTINGPark Place
    
    
    
    Toronto Stock Exchange: GSuite 3400  666 Burrard StreetVancouver, BC V6C 2X8
    
    
    
    New York Stock Exchange: GGCanada
    
    
    
    
    
    TRANSFER AGENTTelephone:
    
    (604) 696-3000
    
    
    
    CIBC Mellon Trust CompanyFax:
    
    (604) 696-3001
    
    
    
    Suite 1600Website: goldcorp.com
    
    
    
    1066 West Hastings StreetVancouver, BC V6E 3X1TORONTO OFFICE
    
    
    
    CanadaSuite 3201  130 Adelaide Street West
    
    
    
    Toll free in Canada and the US:Toronto, ON M5H 3P5
    
    
    
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    Outside of Canada and the US:Telephone:
    
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    Email: inquiries@cibcmellon.comRENO OFFICE
    
    
    
    INVESTOR RELATIONSSuite 310  5190 Neil Road
    
    
    
    Jeff WilhoitReno, NV 89502
    
    
    
    Vice President, Investor RelationsUnited States
    
    
    
    Toll free:     (800) 567-6223Telephone:
    
    (775) 827-4600
    
    
    
    Email:     info@goldcorp.comFax:
    
    (775) 827-5044MEXICO OFFICE
    
    
    
    AUDITORSLuismin SA de CV
    
    
    
    Deloitte & Touche LLPVancouver, BCArquimedes #130  8th Floor, Polanco11560 Mexico, DF MexicoTelephone:
    
    52 (55) 9138-4000Fax:
    
    52 (55) 5280-7636