##### 



EXHIBIT 99.3
           
 President and Chief Executive Officer




---



##### 



This Managements Discussion and Analysis should be read in conjunction with Goldcorps audited
consolidated financial statements for the year ended December 31, 2005 and related notes thereto
which have been prepared in accordance with Canadian generally accepted accounting principles.
Goldcorps accounting policies are consistent with United States generally accepted accounting
principles in all material respects except as outlined in Note 19 to the consolidated financial
statements. This Managements Discussion and Analysis contains forward-looking statements that
are subject to risk factors set out in a cautionary note contained herein. All figures are in
United States dollars unless otherwise noted. This Managements Discussion and Analysis has been
prepared as of March 3, 2006.
 2005 HIGHLIGHTS
 
    
    Record net earnings of $286 million ($0.91 per share), compared to $51 million ($0.27 per share) in 2004.
    
    Operating cash flows increased substantially to $466 million, compared to $53 million in 2004.
    
    Gold production increased to 1,136,300 ounces (2004  628,000 ounces) and gold
sales more than tripled to 1,344,600 ounces (2004  427,600 ounces).
    
    Record low total cash costs of $22 per ounce (net of by-product copper and silver
credits), compared to $115 per ounce in 2004. (note 1)
    
    Dividends paid of $151 million for the year.
    
    Cash and cash equivalents at December 31, 2005 totalled $562 million (December 31, 2004  $333 million).
    
    Completion of the acquisition of Wheaton River Minerals Ltd. (Wheaton) in April 2005,
creating the worlds lowest-cost million ounce gold producer.
    
    On October 30, 2005, Goldcorp entered into an agreement with Barrick Gold Corporation
(Barrick) to acquire certain mining assets and interests. Barrick has offered to acquire
all the outstanding shares of Placer Dome Inc. (Placer) for approximately $10.1 billion
in shares and cash and, upon closing of Barricks transaction with Placer, Goldcorp has
agreed to purchase from Barrick certain of Placers Canadian operations and other assets
for cash of approximately $1.485 billion, subject to adjustment. On March 3, 2006, Barrick
owned approximately 94% of the shares of Placer and is proceeding with a compulsory
acquisition to acquire the remaining outstanding shares. The Goldcorp transaction is
expected to close on April 1, 2006.
    
    On December 5, 2005, Goldcorp announced that it had entered into an agreement with
Virginia Gold Mines to acquire the Éléonore gold project in Quebec. Total consideration is
approximately $445 million, to be satisfied by issuing 19.6 million common shares of
Goldcorp. The transaction is expected to close during April 2006.
 1)
    
    The Company has included a non-GAAP performance measure, total cash cost per
gold ounce, throughout this document. The Company reports total cash costs on a
sales basis. In the gold mining industry, this is a common performance measure
but does not have any standardized meaning, and is a non-GAAP measure. The
Company follows the recommendations of the Gold Institute standard. The Company
believes that, in addition to conventional measures, prepared in accordance with
GAAP, certain investors use this information to evaluate the Companys
performance and ability to generate cash flow. Accordingly, it is intended to
provide additional information and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with GAAP.




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##### 



OVERVIEW
     GOLDCORP INC. RESTATEMENT
  Accounting for Derivative Instruments and Hedging Activities




---



##### 



Cumulative2002(In thousands of USD)
    
    2002
    
    
    2003
    
    
    2004
    
    
    2005
    
    
    -2005(Decrease) increase in US GAAP net earnings
    
    $
    (14,459
    )
    
    $
    (10,903
    )
    
    $
    7,377
    
    
    $
    (418,264
    )
    
    $
    (436,249
    )Amended US GAAP net earnings (loss)
    
    $
    51,184
    
    
    $
    83,614
    
    
    $
    57,256
    
    
    $
    (134,909
    )Derivative Liability, as at December 31,
    
    $
    24,690
    
    
    $
    35,593
    
    
    $
    28,216
    
    
    $
    787,108Decrease to Shareholders Equity
    
    $
    (10,231
    )
    
    
    
    
    
    
    
    
    
    $
    (272,733
    )
    
    $
    (282,964
    )
  ACQUISITION OF WHEATON RIVER MINERALS LTD
     Business Combinations"




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##### 



SUMMARIZED ANNUAL FINANCIAL RESULTS
 2005
    
    
    2004
    
    
    2003(note 1)Revenues($000s)
    
    $
    896,400
    
    
    $
    191,000
    
    
    $
    262,600Gold produced(ounces)
    
    
    1,136,300
    
    
    
    628,000
    
    
    
    602,800Gold sold(ounces)
    
    
    1,344,600
    
    
    
    427,600
    
    
    
    677,900Average realized gold price
(per ounce)
    
    $
    452
    
    
    $
    409
    
    
    $
    367Average London spot gold price
(per ounce)
    
    $
    444
    
    
    $
    409
    
    
    $
    364Earnings from operations
$(000s)
    
    $
    419,100
    
    
    $
    86,000
    
    
    $
    137,100Net earnings($000s)
    
    $
    285,700
    
    
    $
    51,300
    
    
    $
    98,800Earnings per shareBasic
    
    $
    0.91
    
    
    $
    0.27
    
    
    $
    0.54Diluted
    
    $
    0.83
    
    
    $
    0.27
    
    
    $
    0.53Cash flow from operating activities($000s)
    
    $
    465,800
    
    
    $
    53,100
    
    
    
    95,200Total cash costs
(per gold ounce) (note 2)
    
    $
    22
    
    
    $
    115
    
    
    $
    100Dividends paid($000s)
    
    $
    151,000
    
    
    $
    53,100
    
    
    $
    28,400Cash and cash equivalents($000s)
    
    $
    562,200
    
    
    $
    333,400
    
    
    $
    379,000Total assets($000s)
    
    $
    4,066,000
    
    
    $
    701,500
    
    
    $
    638,500
 
 (1)
    
    Includes, with the exception of net earnings, 100% of Wheatons
operating results for the period subsequent to February 14, 2005, the date of
acquisition. Net earnings include 82% of Wheatons operating results from
February 15, 2005 to April 15, 2005 and 100% from April 16, 2005 onwards.(2)
    
    The calculation of total cash costs per ounce of gold for Peak and
Alumbrera is net of by-product copper sales revenue and for Luismin is net of
by-product silver sales revenue of $3.90 per silver ounce sold to Silver Wheaton.




---



##### 



Quarterly Financial Review
 2005Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    Total(note 1)
    
    
    (note 1)
    
    
    
    

    
    
    
    
    
    (note 1)Revenues($000s)
    
    $
    122,800
    
    
    $
    301,600
    
    
    $
    203,700
    
    
    $
    268,300
    
    
    $
    896,400Gold produced(ounces)
    
    
    275,400
    
    
    
    281,000
    
    
    
    283,700
    
    
    
    296,200
    
    
    
    1,136,300Gold sold(ounces)
    
    
    217,500
    
    
    
    543,100
    
    
    
    276,700
    
    
    
    307,300
    
    
    
    1,344,600Average realized gold price(per ounce)
    
    $
    430
    
    
    $
    432
    
    
    $
    444
    
    
    $
    492
    
    
    $
    452Earnings from operations($000s)
    
    $
    53,700
    
    
    $
    162,400
    
    
    $
    87,000
    
    
    $
    116,000
    
    
    $
    419,100Net earnings($000s)
    
    $
    29,500
    
    
    $
    98,000
    
    
    $
    56,500
    
    
    $
    101,700
    
    
    $
    285,700Earnings per shareBasic (note 2)
    
    $
    0.12
    
    
    $
    0.30
    
    
    $
    0.17
    
    
    $
    0.30
    
    
    $
    0.91Diluted (note 2)
    
    $
    0.11
    
    
    $
    0.28
    
    
    $
    0.15
    
    
    $
    0.27
    
    
    $
    0.83Cash flow from operating activities($000s)
    
    $
    80,200
    
    
    $
    163,900
    
    
    $
    84,800
    
    
    $
    136,900
    
    
    $
    465,800Total cash costs(per gold ounce) (note 3)
    
    $
    94
    
    
    $
    52
    
    
    $
    9
    
    
    $
    (73
    )
    
    $
    22
 2004Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    TotalRevenues($000s)
    
    $
    48,300
    
    
    $
    40,500
    
    
    $
    50,400
    
    
    $
    51,800
    
    
    $
    191,000Gold produced(ounces)
    
    
    159,300
    
    
    
    138,600
    
    
    
    163,800
    
    
    
    166,300
    
    
    
    628,000Gold sold(ounces)
    
    
    107,400
    
    
    
    93,600
    
    
    
    112,800
    
    
    
    113,800
    
    
    
    427,600Average realized gold price(per ounce)
    
    $
    411
    
    
    $
    393
    
    
    $
    399
    
    
    $
    432
    
    
    $
    409Earnings from operations($000s)
    
    $
    26,700
    
    
    $
    16,400
    
    
    $
    22,800
    
    
    $
    20,100
    
    
    $
    86,000Net earnings($000s)
    
    $
    17,300
    
    
    $
    9,200
    
    
    $
    9,900
    
    
    $
    14,900
    
    
    $
    51,300Earnings per shareBasic (note 2)
    
    $
    0.09
    
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.27Diluted (note 2)
    
    $
    0.09
    
    
    $
    0.05
    
    
    $
    0.05
    
    
    $
    0.08
    
    
    $
    0.27Cash flow from operating activities($000s)
    
    $
    (3,500
    )
    
    
    11,900
    
    
    
    22,300
    
    
    
    22,400
    
    
    
    53,100Total cash costs(per gold ounce)
    
    $
    100
    
    
    $
    116
    
    
    $
    121
    
    
    $
    127
    
    
    $
    115
 
 (1)
    
    Includes, with the exception of net earnings, 100% of Wheatons operating
results for the period subsequent to February 14, 2005, the date of acquisition.
Net earnings include 82% of Wheatons operating results from February 15, 2005 to
April 15, 2005 and 100% from April 16, 2005 onwards.(2)
    
    Sum of quarterly earnings per share may not equal twelve month total since each
quarterly amount is calculated independently of each other.(3)
    
    The calculation of total cash costs per ounce for Peak and Alumbrera is net of
by-product copper sales revenue and Luismin is net of by-product silver sales
revenue of $3.90 per silver ounce sold to Silver Wheaton.




---



##### 



RESULTS OF OPERATIONS
 2005Corporate,Silver
    
    
    other andRed Lake
    
    
    Alumbrera
    
    
    Luismin
    
    
    Amapari
    
    
    Peak
    
    
    Wharf
    
    
    Wheaton
    
    
    eliminations
    
    
    Total(note 1,2)
    
    
    (note 1,3)
    
    
    (note 1,4)
    
    
    (note 1,5)
    
    
    
    
    
    
    (note 1)
    
    
    (note 1)Revenues($000s)
    
    $
    362,000
    
    
    $
    299,200
    
    
    $
    90,700
    
    
    $
    
    
    
    $
    58,800
    
    
    $
    37,100
    
    
    $
    65,700
    
    
    
    ($17,100
    )
    
    $
    896,400Gold produced(ounces)
    
    
    616,400
    
    
    
    192,600
    
    
    
    145,300
    
    
    
    
    
    
    
    119,500
    
    
    
    62,500
    
    
    
    
    
    
    
    
    
    
    
    1,136,300Gold sold(ounces)
    
    
    814,200
    
    
    
    180,300
    
    
    
    148,600
    
    
    
    
    
    
    
    120,700
    
    
    
    80,800
    
    
    
    
    
    
    
    
    
    
    
    1,344,600Average realized gold
price
(per ounce)
    
    $
    442
    
    
    $
    462
    
    
    $
    448
    
    
    
    
    
    
    $
    462
    
    
    $
    446
    
    
    $
    
    
    
    $
    
    
    
    $
    452Earnings (loss) from
operations($000s)
    
    $
    242,900
    
    
    $
    134,400
    
    
    $
    19,700
    
    
    $
    
    
    
    $
    17,000
    
    
    $
    3,900
    
    
    $
    19,500
    
    
    
    ($18,300
    )
    
    $
    419,100Total cash costs
(per gold ounce)
    
    $
    93
    
    
    $
    (643
    )
    
    $
    119
    
    
    
    
    
    
    $
    228
    
    
    $
    304
    
    
    $
    
    
    
    $
    
    
    
    $
    22
 2004Red Lake
    
    
    Wharf
    
    
    Corporate
    
    
    TotalRevenues($000s)
    
    $
    152,200
    
    
    $
    26,100
    
    
    $
    12,700
    
    
    $
    191,000Gold produced(ounces)
    
    
    551,900
    
    
    
    76,100
    
    
    
    
    
    
    
    628,000Gold sold(ounces)
    
    
    365,300
    
    
    
    62,300
    
    
    
    
    
    
    
    427,600Average realized gold price(per ounce)
    
    $
    409
    
    
    $
    408
    
    
    $
    
    
    
    $
    409Earnings (loss) from operations($000s)
    
    $
    102,700
    
    
    $
    3,600
    
    
    
    ($20,300
    )
    
    $
    86,000Total cash costs(per gold ounce)
    
    $
    92
    
    
    $
    255
    
    
    $
    
    
    
    $
    115
 
 (1)
    
    Includes 100% of Wheaton operating results for the period subsequent to
February 14, 2005, the date of acquisition.(2)
    
    Includes Goldcorps 37.5% share of the results of Alumbrera. The
calculation of total cash costs per ounce of gold for Alumbrera is net of
by-product copper sales revenue.(3)
    
    All Luismin silver is sold to Silver Wheaton at a price of $3.90 per
ounce. The calculation of total cash costs per ounce of gold is net of
by-product silver sales revenue.(4)
    
    Gold produced of 24,700 ounces and gold sold of 18,600 ounces at Amapari
has not been included in the above results of operations as Amapari was not in
commercial production until January 1, 2006.(5)
    
    The calculation of total cash costs per ounce of gold at Peak is net of
by-product copper sales revenue.




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##### 



OPERATIONAL REVIEW
 Red Lake Mine
 2005Total
    
    
    TotalQ1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    2005
    
    
    2004Operating DataTonnes of ore milled
    
    
    59,400
    
    
    
    60,600
    
    
    
    58,500
    
    
    
    56,900
    
    
    
    235,400
    
    
    
    246,800Average mill head grade (grams/tonne)
    
    
    104
    
    
    
    79
    
    
    
    74
    
    
    
    72
    
    
    
    82
    
    
    
    77Average recovery rate
    
    
    97
    %
    
    
    97
    %
    
    
    97
    %
    
    
    97
    %
    
    
    97
    %
    
    
    97
    %Gold produced (ounces)
    
    
    198,500
    
    
    
    142,800
    
    
    
    153,700
    
    
    
    121,400
    
    
    
    616,400
    
    
    
    551,900Gold sold (ounces)
    
    
    127,400
    
    
    
    408,500
    
    
    
    147,900
    
    
    
    130,400
    
    
    
    814,200
    
    
    
    365,300Average realized gold price (per ounce)
    
    $
    429
    
    
    $
    433
    
    
    $
    440
    
    
    $
    489
    
    
    $
    442
    
    
    $
    409Total cash costs (per ounce)
    
    $
    81
    
    
    $
    81
    
    
    $
    110
    
    
    $
    126
    
    
    $
    93
    
    
    $
    92Financial Data(in thousands)Revenues
    
    $
    56,000
    
    
    $
    176,900
    
    
    $
    65,400
    
    
    $
    63,700
    
    
    $
    362,000
    
    
    $
    152,200Earnings from operations
    
    $
    39,200
    
    
    $
    129,100
    
    
    $
    36,900
    
    
    $
    37,700
    
    
    $
    242,900
    
    
    $
    102,700




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##### 



Alumbrera Mine
 2005Total
    
    
    TotalQ1
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    2005
    
    
    2004(six weeks)(note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (note 1)
    
    
    (note 1)Operating DataTonnes of ore mined
    
    
    3,235,300
    
    
    
    
    1,725,600
    
    
    
    3,442,900
    
    
    
    2,527,400
    
    
    
    3,308,900
    
    
    
    11,004,800
    
    
    
    12,068,400Tonnes of waste removed
    
    
    7,190,200
    
    
    
    
    3,540,800
    
    
    
    7,535,900
    
    
    
    8,188,600
    
    
    
    7,667,800
    
    
    
    26,933,100
    
    
    
    29,797,100Ratio of waste to ore
    
    
    2.2
    
    
    
    
    2.1
    
    
    
    2.2
    
    
    
    3.2
    
    
    
    2.3
    
    
    
    2.4
    
    
    
    2.5Tonnes of ore milled
    
    
    3,430,200
    
    
    
    
    1,735,800
    
    
    
    3,450,000
    
    
    
    3,255,900
    
    
    
    3,591,800
    
    
    
    12,033,500
    
    
    
    13,257,600Average mill head grade  Gold (grams/tonne)
    
    
    0.56
    
    
    
    
    0.55
    
    
    
    0.58
    
    
    
    0.60
    
    
    
    0.77
    
    
    
    0.63
    
    
    
    0.72 Copper (%)
    
    
    0.49
    %
    
    
    
    0.46
    %
    
    
    0.56
    %
    
    
    0.57
    %
    
    
    0.65
    %
    
    
    0.58
    %
    
    
    0.56
    %Average recovery rate     Gold (%)
    
    
    77
    %
    
    
    
    78
    %
    
    
    77
    %
    
    
    77
    %
    
    
    79
    %
    
    
    78
    %
    
    
    77
    % Copper (%)
    
    
    90
    %
    
    
    
    89
    %
    
    
    91
    %
    
    
    89
    %
    
    
    91
    %
    
    
    90
    %
    
    
    90
    %Gold produced (ounces)
    
    
    47,600
    
    
    
    
    23,700
    
    
    
    48,900
    
    
    
    48,100
    
    
    
    71,900
    
    
    
    192,600
    
    
    
    237,700Copper produced (thousands of pounds)
    
    
    32,800
    
    
    
    
    17,200
    
    
    
    39,000
    
    
    
    36,300
    
    
    
    46,800
    
    
    
    139,300
    
    
    
    145,900Gold sold (ounces)
    
    
    50,200
    
    
    
    
    15,200
    
    
    
    47,700
    
    
    
    48,200
    
    
    
    69,200
    
    
    
    180,300
    
    
    
    226,500Copper sold (thousands of pounds)
    
    
    30,000
    
    
    
    
    10,000
    
    
    
    33,900
    
    
    
    38,600
    
    
    
    49,500
    
    
    
    132,000
    
    
    
    139,200Average realized price      Gold (per ounce)
    
    $
    417
    
    
    
    $
    452
    
    
    $
    422
    
    
    $
    452
    
    
    $
    498
    
    
    $
    462
    
    
    $
    415 Copper (per pound)
    
    $
    1.62
    
    
    
    $
    1.62
    
    
    $
    1.59
    
    
    $
    1.85
    
    
    $
    2.28
    
    
    $
    1.94
    
    
    $
    1.36Total cash costs (per gold ounce) (note 2)
    
    $
    (389
    )
    
    
    $
    (397
    )
    
    $
    (442
    )
    
    $
    (594
    )
    
    $
    (871
    )
    
    $
    (643
    )
    
    $
    (371
    )Financial Data(in thousands)
    
    
    
    
    
    
    (note 1)Revenues
    
    $
    61,200
    
    
    
    $
    21,200
    
    
    $
    65,600
    
    
    $
    81,500
    
    
    $
    130,900
    
    
    $
    299,200
    
    
    $
    262,100Earnings from operations
    
    $
    32,600
    
    
    
    $
    9,000
    
    
    $
    26,300
    
    
    $
    36,000
    
    
    $
    63,100
    
    
    $
    134,400
    
    
    $
    145,800
 
 (1)
    
    Alumbreras operations are included in Goldcorps operating results for the
period subsequent to February 14, 2005, the date of acquisition of Wheaton.
Alumbrera was not owned by Goldcorp during 2004, data shown is for comparative
purposes only.(2)
    
    The calculation of total cash costs per ounce of gold for Alumbrera is net of
by-product copper sales revenue. If copper production were treated as a co-product,
average total cash costs at Alumbrera for the year ended December 31, 2005 would be
$166 per ounce of gold and $0.83 per pound of copper (December 31, 2004  $167 per
ounce of gold and $0.50 per pound of copper).




---



##### 








---



##### 



Luismin Mines
 2005Total
    
    
    TotalQ1
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    2005
    
    
    2004(six weeks)(note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (note 1)
    
    
    (note 1)Operating DataTonnes of ore milled
    
    
    199,000
    
    
    
    
    100,800
    
    
    
    218,700
    
    
    
    244,100
    
    
    
    250,600
    
    
    
    814,200
    
    
    
    790,100Average mill head grade  Gold (grams/tonne)
    
    
    6.59
    
    
    
    
    6.58
    
    
    
    6.23
    
    
    
    5.55
    
    
    
    5.57
    
    
    
    5.94
    
    
    
    5.58 Silver (grams/tonne)
    
    
    394
    
    
    
    
    328
    
    
    
    362
    
    
    
    332
    
    
    
    298
    
    
    
    343
    
    
    
    297Average recovery rate     Gold (%)
    
    
    95
    %
    
    
    
    96
    %
    
    
    95
    %
    
    
    94
    %
    
    
    94
    %
    
    
    95
    %
    
    
    95
    % Silver (%)
    
    
    88
    %
    
    
    
    90
    %
    
    
    91
    %
    
    
    88
    %
    
    
    88
    %
    
    
    89
    %
    
    
    90
    %Gold produced (ounces)
    
    
    40,000
    
    
    
    
    20,400
    
    
    
    41,800
    
    
    
    41,000
    
    
    
    42,100
    
    
    
    145,300
    
    
    
    132,500Silver produced (ounces)
    
    
    1,894,000
    
    
    
    
    961,500
    
    
    
    1,974,400
    
    
    
    2,005,700
    
    
    
    1,855,700
    
    
    
    6,797,300
    
    
    
    6,665,500Gold sold (ounces)
    
    
    38,300
    
    
    
    
    23,300
    
    
    
    44,000
    
    
    
    39,100
    
    
    
    42,200
    
    
    
    148,600
    
    
    
    132,100Silver sold (ounces)
    
    
    1,974,000
    
    
    
    
    1,314,800
    
    
    
    1,976,400
    
    
    
    2,003,800
    
    
    
    1,812,300
    
    
    
    7,107,300
    
    
    
    6,674,500Average realized price     Gold (per ounce)
    
    $
    428
    
    
    
    $
    430
    
    
    $
    427
    
    
    $
    440
    
    
    $
    486
    
    
    $
    448
    
    
    $
    410 Silver (per ounce)(note 2)
    
    $
    3.90
    
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    5.93Total cash costs per gold ounce (note 2)
    
    $
    86
    
    
    
    $
    80
    
    
    $
    115
    
    
    $
    118
    
    
    $
    145
    
    
    $
    119
    
    
    $
    97Financial Data(in thousands)
    
    
    
    
    
    
    (note 1)Revenues
    
    $
    22,900
    
    
    
    $
    13,800
    
    
    $
    25,600
    
    
    $
    24,300
    
    
    $
    27,000
    
    
    $
    90,700
    
    
    $
    91,500Earnings from operations
    
    $
    5,500
    
    
    
    $
    4,000
    
    
    $
    4,500
    
    
    $
    4,500
    
    
    $
    6,700
    
    
    $
    19,700
    
    
    $
    42,200
 
 (1)
    
    Luismins results are included in Goldcorps operating results for the
period subsequent to February 14, 2005, the date of acquisition of Wheaton. Luismin
was not owned by Goldcorp during 2004, data shown is for comparative purposes only.(2)
    
    Subsequent to October 15, 2004, all Luismin silver is sold to Silver Wheaton at
a price of $3.90 per ounce. The calculation of total cash costs per ounce of gold
is net of by-product silver sales revenue of $3.90 per silver ounce (pro forma basis
prior to October 15, 2004).




---



##### 



Peak Mine
 2005Total
    
    
    TotalQ1
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    2005
    
    
    2004(six weeks)(note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (note 1)
    
    
    (note 1)Operating DataTonnes of ore milled
    
    
    167,300
    
    
    
    
    82,600
    
    
    
    165,200
    
    
    
    148,700
    
    
    
    176,600
    
    
    
    573,100
    
    
    
    663,400Average mill head grade  Gold (grams/tonne)
    
    
    5.95
    
    
    
    
    6.22
    
    
    
    6.67
    
    
    
    6.94
    
    
    
    8.26
    
    
    
    7.09
    
    
    
    7.40 Copper (%)
    
    
    0.61
    %
    
    
    
    0.58
    %
    
    
    0.28
    %
    
    
    0.46
    %
    
    
    0.65
    %
    
    
    0.50
    %
    
    
    0.58
    %Average recovery rate    Gold (%)
    
    
    90
    %
    
    
    
    91
    %
    
    
    88
    %
    
    
    89
    %
    
    
    93
    %
    
    
    90
    %
    
    
    90
    % Copper (%)
    
    
    80
    %
    
    
    
    82
    %
    
    
    60
    %
    
    
    71
    %
    
    
    84
    %
    
    
    74
    %
    
    
    79
    %Gold produced (ounces)
    
    
    29,000
    
    
    
    
    15,100
    
    
    
    31,100
    
    
    
    29,700
    
    
    
    43,600
    
    
    
    119,500
    
    
    
    142,700Copper produced (thousands of pounds)
    
    
    1,819
    
    
    
    
    864
    
    
    
    579
    
    
    
    1,065
    
    
    
    2,111
    
    
    
    4,619
    
    
    
    6,695Gold sold (ounces)
    
    
    27,800
    
    
    
    
    17,300
    
    
    
    27,200
    
    
    
    26,200
    
    
    
    50,000
    
    
    
    120,700
    
    
    
    139,700Copper sold (thousands of pounds)
    
    
    1,612
    
    
    
    
    1,612
    
    
    
    505
    
    
    
    734
    
    
    
    1,826
    
    
    
    4,677
    
    
    
    6,361Average realized price     Gold (per ounce)
    
    $
    422
    
    
    
    $
    423
    
    
    
    442
    
    
    $
    449
    
    
    $
    493
    
    
    $
    462
    
    
    $
    413 Copper (per pound)
    
    $
    1.36
    
    
    
    $
    1.36
    
    
    
    1.53
    
    
    $
    1.71
    
    
    $
    1.88
    
    
    $
    1.70
    
    
    $
    1.38Total cash costs per gold ounce (note 2)
    
    $
    278
    
    
    
    $
    272
    
    
    
    246
    
    
    $
    241
    
    
    $
    192
    
    
    $
    228
    
    
    $
    192Financial Data(in thousands)
    
    
    
    
    
    
    (note 1)Revenues
    
    $
    12,100
    
    
    
    $
    8,000
    
    
    
    12,300
    
    
    $
    11,500
    
    
    $
    27,000
    
    
    $
    58,800
    
    
    $
    63,000Earnings from operations
    
    $
    1,700
    
    
    
    $
    1,700
    
    
    
    2,100
    
    
    $
    1,900
    
    
    $
    11,300
    
    
    $
    17,000
    
    
    $
    23,800
 
 (1)
    
    Peaks operations are included in Goldcorps operating results for the period
subsequent to February 14, 2005, the date of acquisition of Wheaton. Peak was not
owned by Goldcorp during 2004, data shown is for comparative purposes only.(2)
    
    The calculation of total cash costs per ounce of gold is net of by-product
copper sales revenue.




---



##### 



Wharf Mine
 2005Total
    
    
    TotalQ1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    2005
    
    
    2004Operating DataTonnes of ore mined
    
    
    646,000
    
    
    
    584,300
    
    
    
    755,500
    
    
    
    775,600
    
    
    
    2,761,400
    
    
    
    3,049,000Tonnes of ore processed
    
    
    656,000
    
    
    
    561,100
    
    
    
    773,900
    
    
    
    644,300
    
    
    
    2,635,300
    
    
    
    3,036,000Average grade of gold processed (grams/tonne)
    
    
    1.10
    
    
    
    0.99
    
    
    
    1.04
    
    
    
    0.95
    
    
    
    1.00
    
    
    
    0.96Average recovery rate (%)
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %
    
    
    75
    %Gold produced (ounces)
    
    
    17,700
    
    
    
    16,400
    
    
    
    11,200
    
    
    
    17,200
    
    
    
    62,500
    
    
    
    76,100Gold sold (ounces)
    
    
    34,300
    
    
    
    15,700
    
    
    
    15,300
    
    
    
    15,500
    
    
    
    80,800
    
    
    
    62,300Average realized gold price (per ounce)
    
    $
    431
    
    
    $
    429
    
    
    $
    444
    
    
    $
    497
    
    
    $
    446
    
    
    $
    408Total cash costs (per ounce)
    
    $
    282
    
    
    $
    291
    
    
    $
    307
    
    
    $
    366
    
    
    $
    304
    
    
    $
    255Financial Data(in thousands)Revenues
    
    $
    14,900
    
    
    $
    7,000
    
    
    $
    7,000
    
    
    $
    8,200
    
    
    $
    37,100
    
    
    $
    26,100Earnings from operations
    
    $
    2,000
    
    
    $
    600
    
    
    $
    500
    
    
    $
    800
    
    
    $
    3,900
    
    
    $
    3,600




---



##### 



Silver Wheaton Corp
 (100% figures shown)
    
    20052005
    
    
    2004Q1
    
    
    
    Q1
    
    
    Q2
    
    
    Q3
    
    
    Q4
    
    
    Total
    
    
    Total(six weeks)(note 1)
    
    
    
    
    
    
    
    
    
    
    (note 1)
    
    
    (note 1)Operating DataOunces of silver purchased  Luismin
    
    
    1,974,000
    
    
    
    
    1,314,800
    
    
    
    1,976,400
    
    
    
    2,003,800
    
    
    
    1,812,300
    
    
    
    7,107,300
    
    
    
    1,387,300 Zinkgruvan
    
    
    330,800
    
    
    
    
    223,300
    
    
    
    476,200
    
    
    
    531,000
    
    
    
    335,600
    
    
    
    1,566,100
    
    
    
    240,500 Total
    
    
    2,304,800
    
    
    
    
    1,538,100
    
    
    
    2,452,600
    
    
    
    2,534,800
    
    
    
    2,147,900
    
    
    
    8,673,400
    
    
    
    1,627,800Ounces of silver sold        
    Luismin
    
    
    1,974,000
    
    
    
    
    1,314,800
    
    
    
    2,088,000
    
    
    
    2,003,800
    
    
    
    1,820,100
    
    
    
    7,226,700
    
    
    
    1,387,300 Zinkgruvan
    
    
    349,000
    
    
    
    
    226,400
    
    
    
    580,400
    
    
    
    531,000
    
    
    
    356,600
    
    
    
    1,694,400
    
    
    
    117,800 Total
    
    
    2,323,000
    
    
    
    
    1,541,200
    
    
    
    2,668,400
    
    
    
    2,534,800
    
    
    
    2,176,700
    
    
    
    8,921,100
    
    
    
    1,505,100Average realized silver price (per ounce)
    
    $
    6.92
    
    
    
    $
    7.04
    
    
    $
    7.22
    
    
    $
    7.13
    
    
    $
    8.03
    
    
    $
    7.31
    
    
    $
    7.30Total cash costs (per silver ounce)
    
    $
    3.90
    
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90
    
    
    $
    3.90Financial Data(in thousands)
    
    
    
    
    
    
    (note 1)Revenues
    
    $
    16,000
    
    
    
    $
    10,900
    
    
    $
    19,300
    
    
    $
    18,100
    
    
    $
    17,400
    
    
    $
    65,700
    
    
    $
    11,000Earnings from operations
    
    $
    5,300
    
    
    
    $
    3,300
    
    
    $
    5,400
    
    
    $
    5,100
    
    
    $
    5,700
    
    
    $
    19,500
    
    
    $
    4,300
 
 (1)
    
    Silver Wheatons operations are included in Goldcorps operating results for the
period subsequent to February 14, 2005, the date of acquisition of Wheaton. Silver
Wheaton was not owned by Goldcorp during 2004, data shown is for comparative
purposes only.   PROJECT DEVELOPMENT REVIEW
 Amapari Project




---



##### 



Los Filos/Bermejal Project
       EXPENSES
 (in thousands)
    
    2005
    
    
    2004
    
    
    2003Depreciation and depletion
    
    $
    135,264
    
    
    $
    21,387
    
    
    $
    25,225Corporate administration
    
    
    29,943
    
    
    
    10,367
    
    
    
    10,303Exploration
    
    
    8,035
    
    
    
    6,701
    
    
    
    3,006




---



##### 



OTHER INCOME (EXPENSE)
 (in thousands)
    
    2005
    
    
    2004
    
    
    2003Interest and other income
    
    $
    9,244
    
    
    $
    9,354
    
    
    $
    8,905Stock option expense
    
    
    (13,876
    )
    
    
    (5,081
    )
    
    
    (2,275
    )Gain on foreign exchange
    
    
    474
    
    
    
    211
    
    
    
    (1,164
    )Gain (loss) on marketable securities, net
    
    
    10,142
    
    
    
    (9,006
    )
    
    
    10,230Dilution gain
    
    
    18,732
    
    
    
    
    
    
    
    Corporate transaction costs
    
    
    (3,592
    )
    
    
    
    
    
    
    $
    21,124
    
    
    $
    (4,522
    )
    
    $
    15,696
     INCOME AND MINING TAXES
   NON-CONTROLLING INTERESTS




---



##### 



NON-GAAP
MEASURE  PRO FORMA ADJUSTED NET EARNINGS
  Reconciliation of Pro Forma Adjusted Net Earnings to Net Earnings
 (in thousands)
    
    2005
    
    
    2004
    
    
    2003Net earnings
    
    $
    $285,698
    
    
    $
    51,347
    
    
    $
    98,804Non-controlling interest in Wheaton (note 1)
    
    
    3,548
    
    
    
    
    
    
    
    Wheaton:Results for January 1  February 14, 2005(note 2)
    
    
    17,145
    
    
    
    
    
    
    
    Estimated additional depreciation and depletion (note 3)
    
    
    (4,383
    )
    
    
    
    
    
    
    302,008
    
    
    
    51,347
    
    
    
    98,804Corporate transaction costs (note 4)
    
    
    6,099
    
    
    
    
    
    
    
    Gold bullion adjustments (note 5)
    
    
    (39,392
    )
    
    
    32,900
    
    
    
    (13,100
    )Pro forma adjusted net earnings
    
    $
    268,715
    
    
    $
    84,247
    
    
    $
    85,704
 (1)
    
    Add back non-controlling interest arising from Goldcorp only owning 82% of
Wheaton between February 15 and April 15, 2005.(2)
    
    Includes 100% of Wheaton earnings from January 1 to February 14, 2005,
adjusted for the non-recurring corporate transaction costs incurred by Wheaton to
effect the merger.(3)
    
    Represents estimated additional depreciation and depletion if Wheaton had
been acquired on January 1, 2005.(4)
    
    Represents adjustment for the non-recurring corporate transaction costs
incurred by Goldcorp to effect the merger. This includes stock option expenses
incurred from the immediate vesting of all unvested options as a result of the
transaction.(5)
    
    Represents adjustment to recognize earnings on all gold bullion withheld from
sale, or sold, during the period. During the second quarter of 2005 the Company
decided to abandon its previous policy to withhold gold bullion production and sold
its bullion inventory.




---



##### 



Reconciliation of Pro Forma Adjusted Basic Earnings per Share
  (in thousands)
    
    2005
    
    
    2004
    
    
    2003Weighted-average number of Goldcorp shares
outstanding for the period
    
    
    314,292
    
    
    
    189,723
    
    
    
    183,574Adjustment to reflect acquisition of 100%
of Wheaton, assumed to be effective
January 1, 2005
    
    
    21,631
    
    
    
    
    
    
    
    Pro forma weighted average number of
shares outstanding for period
    
    
    335,923
    
    
    
    189,723
    
    
    
    183,574Pro forma adjusted net earnings
    
    $
    268,715
    
    
    $
    84,247
    
    
    $
    85,704Pro forma adjusted basic earnings per share
    
    $
    0.80
    
    
    $
    0.44
    
    
    $
    0.47
 NON-GAAP MEASURE  TOTAL CASH COST PER GOLD OUNCE CALCULATION
  (in thousands, except gold ounces sold and per ounce amounts)
    
    2005
    
    
    2004
    
    
    2003Operating expenses per financial statements
    
    $
    304,032
    
    
    $
    66,601
    
    
    $
    86,963Industrial minerals operating expense
    
    
    (9,881
    )
    
    
    (11,723
    )
    
    
    (11,747
    )Treatment and refining charges on concentrate sales
    
    
    49,376
    
    
    
    
    
    
    
    By-product silver and copper sales, and other
    
    
    (304,788
    )
    
    
    (3,535
    )
    
    
    (3,267
    )Non-cash adjustments
    
    
    (9,548
    )
    
    
    (2,168
    )
    
    
    (4,156
    )Total cash costs
    
    $
    29,191
    
    
    $
    49,175
    
    
    $
    67,793Divided by gold ounces sold
    
    
    1,344,600
    
    
    
    427,600
    
    
    
    677,900Total cash costs per ounce
    
    $
    22
    
    
    $
    115
    
    
    $
    100
 LIQUIDITY AND CAPITAL RESOURCES




---



##### 



Derivative instruments
  Contractual obligations
  (in thousands)2006
    
    $
    10,2922007
    
    
    3,6762008
    
    
    2,5702009
    
    
    5592010
    
    
    1417,111Thereafter
    
    
    Total minimum payments required
    
    $
    17,111




---



##### 



Related party transactions
  RISKS AND UNCERTAINTIES
  Metal prices
   Currency fluctuations
  Government regulation
  Foreign operations




---



##### 



Environmental
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Income and mining taxes
  Mining interests




---



##### 



Reclamation and closure costs obligations
  Goodwill and impairment testing
   Investment in Alumbrera




---



##### 



RECENT CANADIAN ACCOUNTING PRONOUNCEMENTS
   1)
    
    financial instruments and non-financial derivatives represent rights or
obligations that meet the definitions of assets or liabilities and should be
reported in financial statements;2)
    
    fair value is the most relevant measure for financial instruments and the only
relevant measure for derivative financial instruments;3)
    
    only items that are assets or liabilities should be reported as such in
financial statements; and4)
    
    special accounting for items designated as being part of a hedging relationship
should be provided only for qualifying items.




---



##### 




    
    the transaction lacks commercial substance;
    
    the transaction is an exchange of a product or property held for sale in the
ordinary course of business for a product or property to be sold in the same line of
business to facilitate sales to customers other than the parties to the exchange;
    
    neither the fair value of the asset received nor the fair value of the asset
given up is reliably measurable; or
    
    the transaction is a non-monetary non-reciprocal transfer to owners that
represents a spin-off or other form of restructuring or liquidation.
    OUTLOOK




---



##### 



SUBSEQUENT EVENTS AND PROPOSED TRANSACTIONS
 (a)
    
    On October 30, 2005, Goldcorp entered into an agreement with Barrick Gold Corporation
(Barrick) to acquire certain mining assets and interests. Barrick has offered to acquire
all the outstanding shares of Placer Dome Inc. (Placer Dome) for approximately $10.1 billion
in shares and cash and, in a separate agreement, upon closing of Barricks transaction with
Placer Dome, Goldcorp has agreed to purchase from Barrick certain of Placer Domes Canadian
and other assets for cash of approximately $1.485 billion, subject to adjustment. On March 3,
2006, Barrick owned approximately 94% of Placer Dome and is proceeding with a compulsory
acquisition to acquire the remaining outstanding shares. The Goldcorp transaction is expected
to close on April 1, 2006, following Barricks acquisition
of 100% of the Placer Dome common shares.Subject to any required consents and government approvals, Goldcorp will acquire Placer Domes
interests in the Campbell, Porcupine and Musselwhite gold mines in Ontario, and the La Coipa
gold/silver mine in Chile. Goldcorp will also acquire a 40% interest in the Pueblo Viejo gold
development project in the Dominican Republic, together with Placer Domes interest in its
Canadian exploration properties, including the Mount Milligan copper/gold deposit in British
Columbia.In order to fund this proposed transaction, Goldcorp intends to use a portion of its current
cash balances, $500 million from its existing revolving credit facilities, and new credit
facilities of $900 million. The new $900 million credit facilities will be unsecured, and
amounts drawn down will incur interest at LIBOR plus 0.625% to 1.125% per annum dependent upon
the Companys leverage ratio, increasing by an additional 0.125% per annum if the total amount
drawn under this facility exceeds $450 million. Undrawn amounts will be subject to a 0.15% to
0.25% per annum commitment fee dependent on the Companys leverage ratio. All amounts drawn
will be required to be refinanced or repaid within two years of the closing date.This business combination will be accounted for as a purchase transaction, with Goldcorp being
identified as the acquirer and the Placer Dome operations as the acquiree. The results of
operations of the acquired assets will be included in the consolidated financial statements of
Goldcorp from the date of acquisition. After consummation of the proposed acquisition of Placer
Dome operations and assets, Goldcorp will complete an exercise to value the identifiable assets
and liabilities acquired, including any goodwill that may arise.(b)
    
    On December 5, 2005, the Company announced that it had entered into an agreement with
Virginia Gold Mines Inc. (Virginia) to acquire Virginias Éléonore gold project in Quebec
pursuant to a plan of arrangement involving Virginia. Under the agreement, shareholders of
Virginia will receive 0.4 of a Goldcorp common share and 0.5 of a share in a new public
exploration company for each issued and outstanding Virginia share. Virginia will be acquired
by Goldcorp and Goldcorp will retain the Éléonore project. The new public exploration company
will hold all other assets of Virginia, including net working capital, cash to be received
prior to closing from the exercise of Virginia options and warrants, its non-Éléonore
exploration assets and a sliding scale 2% net smelter return royalty on the Éléonore project.
The transaction is valued at approximately $445 million. Goldcorp will issue 19.6 million
common shares pursuant to the transaction, representing approximately 5% of the total common
            shares outstanding after giving effect to this transaction. Completion of the transaction is
subject to approval by Virginia shareholders and receipt of regulatory approvals and is
expected to close during April 2006.(c)
    
    On February 13, 2006, Goldcorp announced that it had agreed to amend its existing silver
purchase agreement with Silver Wheaton, in connection with Goldcorps plans to substantially
increase its investment in exploration and development at its San Dimas mine in Mexico.Under the existing silver purchase agreement dated October 15, 2004, Silver Wheaton is entitled
to purchase all of the silver produced by Goldcorps Mexican operations, Luismin, for a per
ounce cash payment of the lesser of $3.90 and the prevailing market price (subject to an
inflationary adjustment commencing in 2007). Further, Luismin is required to deliver a minimum
of 120 million ounces over the 25 year contract period and Silver Wheaton is obligated to pay
50% of any capital expenditures made by Luismin at its mining operations in excess of 110% of
the projected capital expenditures outlined in the agreement.




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Goldcorp and Silver Wheaton have agreed to amend the existing agreement, increasing the minimum
number of ounces of silver to be delivered over the 25 year contract 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
will issue to Goldcorp 18 million common shares representing 9.8% of the outstanding shares of
Silver Wheaton valued at approximately $130 million, and a $20 million promissory note for total
consideration of approximately $150 million, increasing Goldcorps ownership to 62%, or 126
million common shares of Silver Wheaton. Goldcorp does not have any present intention to
acquire ownership of, or control over, any additional securities of Silver Wheaton.(d)
    
    On February 23, 2006, Silver Wheaton announced that it had agreed to purchase 4.75 million
ounces of silver per year, for a period of 20 years, from Glencore International AG,
equivalent to the production from their Yauliyacu mining operations in Peru. With this
acquisition, Silver Wheaton is expected to have annual silver sales of over 15 million ounces
in 2006, increasing to 20 million ounces by 2009 and thereafter.Silver Wheaton will pay an upfront payment of $285 million, comprised of $245 million in cash
and a $40 million promissory note, and $3.90 per ounce of silver delivered under the contract
(subject to an inflationary adjustment after three years).Yauliyacu is a low-cost silver/lead/zinc mine located in central Peru which has been in
continuous operation for more than 100 years and is expected to produce an average of 6 million
ounces of silver per year during the term of the contract. In the event that silver produced at
Yauliyacu in any year totals less than 4.75 million ounces, the amount sold to Silver Wheaton in
subsequent years will be increased to make up for the shortfall, so long as production allows.During the term of the contract, Silver Wheaton will have a right of first refusal on any future
sales of silver streams from the Yauliyacu mine and a right of first offer on future sales of
silver from any other mine currently owned by Glencore. In addition, Silver Wheaton will also
have an option to extend the 20 year term of the silver purchase agreement in five year
increments, on substantially the same terms as the existing agreement, subject to an adjustment
related to silver price expectations at the time and other factors.In order to fund the $245 million cash consideration, Silver Wheaton intends to use cash on hand
of $120 million, together with $125 million of bank debt.Closing of the transaction is subject to execution of definitive agreements and receipt of all
regulatory approvals and third-party consents, including acceptance by the Toronto Stock
Exchange. The transaction is expected to close by March 15, 2006.




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