Goldcorp Inc.
TSX : G
NYSE : GG

Goldcorp Inc.

November 08, 2005 17:22 ET

Goldcorp Inc.: Third Quarter Earnings Jump 470% to $57 Million

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 8, 2005) - (All figures are in US dollars unless stated otherwise)

Goldcorp Inc. (TSX:G)(NYSE:GG) is pleased to announce its third quarter results, highlights of which are:

- Net earnings of $57 million ($0.17 per share), compared to $10 million ($0.05 per share) in 2004;

- Operating cash flows of $85 million ($0.25 per share), compared to $22 million ($0.12 per share) in 2004;

- Gold production of 283,700 ounces (2004 - 163,800 ounces);

- Gold sales more than doubled to 276,700 ounces (2004 - 112,800 ounces);

- Total cash costs of $9 per ounce, compared to $121 per ounce in 2004;

- First gold pour at the Amapari project, with commercial production expected during the fourth quarter.

For the nine months to September 30, 2005, net earnings increased to $184 million ($0.60 per share) compared with $36 million ($0.19 per share) in 2004, and operating cash flows increased to $329 million ($1.08 per share), compared with $31 million ($0.16 per share) in 2004. Gold production totalled 840,000 ounces for the nine months to September 30, 2005 compared with 462,000 ounces in 2004, while gold sales increased to 1,037,000 ounces at a total cash cost of $49 per ounce, compared with 314,000 ounces at a total cash cost of $112 per ounce in 2004.

President and CEO Ian Telfer said, "The superb quarterly results are indicative of the Company's ability to deliver on its strategy of providing shareholders with superior returns through increasing gold production, strong earnings and cash flows, and the lowest cash costs in the industry."

Goldcorp is the world's lowest-cost million ounce gold producer with safe, profitable, and sustainable mining operations throughout the Americas and in Australia. The Company has no debt or hedging. Production in 2005 is expected to exceed 1.1 million ounces at a cash cost of less than $60 per ounce. If the proposed transaction with Barrick is finalized, Goldcorp's 2007 gold production is expected to more than double from current levels to 2.4 million ounces while maintaining Goldcorp's status as the lowest cost million ounce gold producer.

Third Quarter Earnings Conference Call:

A conference call will be held Wednesday, November 9th at 11:00 a.m. (ET) to discuss these results. You may join the call by dialing toll free 1-877-888-3855 or (416) 695-6622 for calls from outside Canada and the US. The conference call will be recorded and you can listen to a playback of the call after the event by dialing 1-888-509-0081 or (416) 695-5275. A live and archived audio webcast will be available on the website at www.goldcorp.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements", within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar Canadian legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver and copper, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold, silver and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in (a) the section entitled "Description of the Business - Risk Factors" in Goldcorp's annual information form for the year ended December 31, 2004, and (b) the section entitled "Description of the Business - Risk Factors" in Wheaton River Minerals Ltd.'s annual information form for the year ended December 31, 2004. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Goldcorp does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Readers are advised that National Instrument 43-101 of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. Readers should refer to the respective annual information forms of Goldcorp and Wheaton River Minerals Ltd., each for the year ended December 31, 2004, and other continuous disclosure documents filed by Goldcorp since January 1, 2005 available at www.sedar.com, for this detailed information, which is subject to the qualifications and notes set forth therein.

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



Management's Discussion and Analysis
of Financial Condition and Results of Operations
For the Nine Months Ended September 30, 2005


This Management's Discussion and Analysis should be read in conjunction with Goldcorp's unaudited consolidated financial statements for the nine months ended September 30, 2005 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the 2004 audited consolidated financial statements, the related annual Management's Discussion and Analysis, and the Annual Information Form/40-F on file with the Canadian provincial securities regulatory authorities and the US Securities and Exchange Commission. 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 November 7, 2005.

THIRD QUARTER HIGHLIGHTS

- Net earnings of $56.5 million ($0.17 per share), compared to $9.9 million ($0.05 per share) in 2004.

- Operating cash flows of $84.8 million (2004 - $22.3 million).

- Gold production of 283,700 ounces (2004 - 163,800 ounces).

- Gold sales more than doubled to 276,700 ounces (2004 - 112,800 ounces).

- Total cash costs of $9 per ounce, compared to $121 per ounce in 2004.

- Dividends paid of $15.2 million.

- Cash and cash equivalents at September 30, 2005 totalled $421 million.

- First gold pour at the Amapari project, with commercial production expected during the fourth quarter.

- On October 30, 2005, Goldcorp entered into an agreement with Barrick such that, following Barrick's successful acquisition of Placer Dome, Goldcorp will acquire from Barrick certain of Placer Dome's Canadian operations and other assets for cash of approximately $1.35 billion.

OVERVIEW

Goldcorp is a leading intermediate gold producer engaged in gold mining and related activities including exploration, extraction, processing and reclamation. As a result of the successful acquisition of Wheaton River Minerals Ltd ("Wheaton") on February 14, 2005, the Company's assets are comprised of the Red Lake gold mine in Canada, a 37.5% interest in the Alumbrera gold/copper mine in Argentina, the Luismin gold/silver mines in Mexico, the Peak gold mine in Australia, and the Wharf gold mine in the United States. Significant development projects include the expansion of the existing Red Lake mine, the Los Filos/Bermejal gold project in Mexico and the Amapari gold project in northern Brazil. Goldcorp also owns a 65% interest in Silver Wheaton Corp ("Silver Wheaton"), a publicly traded silver mining company.

Goldcorp is listed on the New York Stock Exchange (symbol:GG) and the Toronto Stock Exchange (symbol:G). In addition, the Company has five series of share purchase warrants which trade on the Toronto Stock Exchange; two of which also trade on the New York Stock Exchange. The Series A, B and C share purchase warrants replaced the former Wheaton share purchase warrants as of April 15, 2005, adding to the two previously existing series of Goldcorp share purchase warrants.

Goldcorp's strategy is to provide its shareholders with superior returns from high quality assets. The Company has a strong and liquid balance sheet, no debt outstanding and has not hedged or sold forward any of its future gold production.

Goldcorp is presently the world's lowest cost million ounce gold producer. As a result of the proposed transaction with Barrick Gold Corporation ("Barrick"), 2007 gold production is expected to double from current levels to 2.4 million ounces.

ACQUISITION OF WHEATON RIVER MINERALS LTD.

On December 6, 2004, Goldcorp and Wheaton announced a proposed transaction which provided for Goldcorp to make a take-over bid for Wheaton on the basis of one Goldcorp share for every four Wheaton shares. On December 29, 2004, Goldcorp mailed the Goldcorp Take-over Bid Circular to the Wheaton shareholders.

On February 8, 2005, Goldcorp announced a special $0.50 per share cash dividend would be payable to existing Goldcorp shareholders should shareholders approve by majority Goldcorp's take-over bid for Wheaton and Wheaton shareholders tender the minimum two-thirds bid requirement. The payment of the special dividend also resulted in an adjustment to the exchange ratio of Goldcorp's outstanding warrants - an increase in entitlement from 2.0 to 2.08 Goldcorp shares per warrant.

On February 10, 2005, at a special meeting, Goldcorp shareholders approved the issuance of additional Goldcorp common shares to effect the acquisition of Wheaton. As of February 14, 2005, the effective date of the acquisition, approximately 70% of the outstanding Wheaton common shares were tendered to Goldcorp's offer, satisfying the minimum two-thirds bid requirement under the terms of the Goldcorp offer. With conditions met, the special $0.50 per share cash dividend, totalling approximately $95 million, was paid on February 28, 2005.

As of March 31, 2005, Goldcorp held approximately 82% of the outstanding Wheaton common shares and by April 15, 2005, 100% had been acquired. Consideration amounted to $1,887 million satisfied by the issue of 143.8 million Goldcorp shares at a price of $13.13 per share. In addition, each Wheaton warrant or stock option, which gave the holder the right to acquire common shares of Wheaton, was exchanged for a warrant or stock option of Goldcorp, giving the holder the right to acquire common shares of Goldcorp on the same basis as the exchange of Wheaton common shares for Goldcorp common shares.

This business combination has been accounted for as a purchase transaction, with Goldcorp being identified as the acquirer and Wheaton as the acquiree in accordance with CICA 1581 "Business Combinations". These consolidated financial statements include 82% of Wheaton's operating results for the period February 15, 2005 to April 15, 2005, and 100% of the results thereafter.

For the purposes of these consolidated financial statements, the purchase consideration has been allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed, with goodwill assigned to specific reporting units, based on management's best estimates and taking into account all available information at the time these consolidated financial statements were prepared. Goldcorp will continue to review information and perform further analysis with respect to each of the Wheaton assets, including an independent valuation, prior to finalizing the allocation of the purchase price. This process will be performed in accordance with the recent accounting pronouncement relating to "Mining Assets - Impairment and Business Combination" (Emerging Issue Committee Abstract 152). Although the results of this review are presently unknown, it is anticipated that it may result in a change to the amount assigned to goodwill and a change to the value attributable to tangible assets.



SUMMARIZED FINANCIAL RESULTS
--------------------------------------------------------------------
September 30 June 30
2005 2004 2005 2004
--------------------------------------------------------------------
(note 1)

Revenues ($000's) $ 203,669 $ 50,369 $ 301,605 $ 40,461

Gold produced
(ounces) 283,700 163,800 281,000 138,600

Gold sold (ounces) 276,700 112,800 543,100 93,600

Average realized
gold price (per
ounce) $ 444 $ 399 $ 432 $ 393

Average London
spot gold price
(per ounce) $ 440 $ 401 $ 427 $ 393

Earnings from
operations
($000's) $ 86,977 $ 22,839 $ 162,410 $ 16,363

Net earnings
($000's) $ 56,521 $ 9,854 $ 98,030 $ 9,198

Earnings per share
Basic $ 0.17 $ 0.05 $ 0.30 $ 0.05
Diluted $ 0.15 $ 0.05 $ 0.28 $ 0.05

Cash flow from
operating
activities
($000's) $ 84,816 $ 22,306 $ 163,870 $ 11,947

Total cash costs
(per gold ounce)
(note 2) $ 9 $ 121 $ 52 $ 116

Dividends paid
($000's) $ 15,231 $ 8,537 $ 15,213 $ 8,532

Cash and cash
equivalents
($000's) $ 420,901 $ 315,642 $ 420,843 $ 302,850

Total assets
($000's) $ 3,839,225 $ 648,914 $ 3,755,982 $ 608,541


--------------------------------------------------------------------
March 31 December 31
2005 2004 2004 2003
--------------------------------------------------------------------
(note 1)

Revenues ($000's) $ 122,849 $ 48,314 $ 51,872 $ 110,625

Gold produced
(ounces) 275,400 159,300 166,300 158,300

Gold sold (ounces) 217,500 107,400 113,800 280,400

Average realized
gold price (per
ounce) $ 430 $ 411 $ 432 $ 388

Average London
spot gold price
(per ounce) $ 427 $ 408 $ 434 $ 391

Earnings from
operations
($000's) $ 53,694 $ 26,703 $ 19,347 $ 63,267

Net earnings
($000's) $ 29,489 $ 17,328 $ 14,967 $ 43,330

Earnings per share
Basic $ 0.12 $ 0.09 $ 0.08 $ 0.23
Diluted $ 0.11 $ 0.09 $ 0.08 $ 0.22

Cash flow from
operating
activities
($000's) $ 80,244 $ (3,538) $ 22,388 $ 69,849

Total cash costs
(per gold ounce)
(note 2) $ 94 $ 100 $ 127 $ 95

Dividends paid
($000's) $ 105,305 $ 27,454 $ 8,548 $ 10,091

Cash and cash
equivalents
($000's) $ 338,966 $ 328,701 $ 333,375 $ 378,954

Total assets
($000's) $ 3,309,220 $ 607,488 $ 701,518 $ 638,523

(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.

RESULTS OF OPERATIONS
--------------------------------------------------------------------
Three Months Ended September 30, 2005

Red Lake Alumbrera Luismin Amapari Peak
--------------------------------------------------------------------
(note 1) (note 2) (note 3)
Revenues
($000's) $ 65,448 $ 81,479 $ 24,300 $ - $ 11,536

Gold produced
(ounces) 153,700 48,100 41,000 - 29,700

Gold sold
(ounces) 147,900 48,200 39,100 - 26,200

Average
realized gold
price (per
ounce) $ 440 $ 452 $ 440 $ - $ 449

Earnings from
operations
($000's) $ 36,935 $ 36,002 $ 3,503 $ - $ 1,927

Total cash
costs (per
gold ounce) $ 110 $ (594) $ 118 $ - $ 241


Silver
Wharf Wheaton Corporate Total
--------------------------------------------------------------------

Revenues ($000's) $ 7,002 $ 18,107 $ (4,203) $ 203,669

Gold produced (ounces) 11,200 - - 283,700

Gold sold (ounces) 15,300 - - 276,700

Average realized gold
price (per ounce) $ 444 $ - $ - $ 444

Earnings from operations
($000's) $ 537 $ 6,088 $ 1,985 $ 86,977

Total cash costs
(per gold ounce) $ 307 $ - $ - $ 9


Three Months Ended September 30, 2004

Red Lake Wharf Corporate Total
--------------------------------------------------------------------
Revenues ($000's) $ 41,372 $ 5,763 $ 3,234 $ 50,369

Gold produced (ounces) 143,800 20,000 - 163,800

Gold sold (ounces) 99,000 13,800 - 112,800

Average realized gold
price (per ounce) $ 398 $ 405 $ - $ 399

Earnings (loss) from
operations ($000's) $ 26,542 $ 1,545 $ (5,248) $ 22,839

Total cash costs
(per gold ounce) $ 100 $ 271 $ - $ 121

(1) 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.

(2) 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.

(3) The calculation of total cash costs per ounce of gold at Peak is
net of by-product copper sales revenue.

Nine Months Ended September 30, 2005

Red Lake Alumbrera Luismin Amapari Peak
--------------------------------------------------------------------
(notes 1,2)(notes 1,3) (note 1)(notes 1,4)

Revenues
($000's) $ 298,374 $ 168,275 $ 63,687 $ - $ 31,890

Gold produced
(ounces) 495,000 120,700 103,200 - 75,900

Gold sold
(ounces) 683,800 111,100 106,400 - 70,700
Average
realized gold
price (per
ounce) $ 434 $ 439 $ 432 $ - $ 440

Earnings
(loss) from
operations
($000's) $ 205,255 $ 71,339 $ 10,231 $ - $ 5,773

Total cash
costs (per
gold ounce) $ 87 $ (502) $ 109 $ - $ 251


Silver
Wharf Wheaton Corporate Total
--------------------------------------------------------------------
(note 1) (note 1)
Revenues ($000's) $ 28,954 $ 48,227 $ (11,283) $ 628,124

Gold produced (ounces) 45,300 - - 840,100

Gold sold (ounces) 65,300 - - 1,037,300

Average realized gold
price (per ounce) $ 434 $ - $ - $ 435

Earnings (loss) from
operations ($000's) $ 3,190 $ 16,542 $ (9,247) $ 303,083

Total cash costs
(per gold ounce) $ 289 $ - $ - $ 49


Nine Months Ended September 30, 2004

Red Lake Wharf Corporate Total
--------------------------------------------------------------------

Revenues ($000's) $ 110,325 $ 19,294 $ 9,525 $ 139,144

Gold produced (ounces) 400,800 60,900 - 461,700

Gold sold (ounces) 267,000 46,800 - 313,800

Average realized gold
price (per ounce) $ 402 $ 401 $ - $ 402

Earnings (loss) from
operations ($000's) $ 74,951 $ 3,092 $ (12,440) $ 65,603

Total cash costs
(per gold ounce) $ 87 $ 250 $ - $ 112

(1) Includes 100% of Wheaton's 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) The calculation of total cash costs per ounce of gold at Peak is
net of by-product copper sales revenue.


OPERATIONAL REVIEW

Red Lake Mine

Three Months Ended
Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
Operating Data 2005 2005 2005 2004 2004
--------------------------------------------------------------------
Tonnes of ore milled 58,500 60,600 59,400 56,500 58,500
Average mill head
grade (grams/tonne) 74 79 104 86 68
Average recovery rate 97% 97% 97% 97% 97%
Gold produced (ounces) 153,700 142,800 198,500 151,100 143,800
Gold sold (ounces) 147,900 408,500 127,400 98,300 99,000
Average realized
gold price (per ounce) $ 440 $ 433 $ 429 $ 427 $ 398
Total cash costs
(per ounce) $ 110 $ 81 $ 81 $ 105 $ 100

Financial Data
--------------------------------------------------------------------
(in thousands)

Revenues $65,448 $176,939 $55,987 $41,883 $41,372
Earnings from operations $36,935 $129,144 $39,176 $27,317 $26,542


The Red Lake mine had a strong third quarter, producing 153,700 ounces of gold at a total cash cost of $110 per ounce sold, compared with 143,800 ounces at a total cash cost of $100 per ounce for the corresponding period last year. The Canadian dollar was approximately 9% stronger relative to the United States dollar, compared to the third quarter of 2004, which negatively impacted the total cash costs per ounce. The average mill feed grade was 74 g/t and recoveries were maintained at 97%.

This quarter represented the first quarter in which the gold sold approximated the amount of gold produced. Previously, the Company had adopted a policy of holding back from sale approximately one-third of mine production. This practice was discontinued effective April 1, 2005 and the gold bullion on hand at that date was sold during the second quarter.

During the quarter, the new shaft was advanced by 153 metres, bringing the depth to 1,257 metres as at September 30, 2005. Progress was slowed by poor ground conditions for much of the quarter, but conditions are now improving and increased productivity is expected going forward. On surface, the new ore loading facility and conveyor have now been erected. Shaft completion is anticipated in late 2007 with the expanded mill to be ready for operation prior to that.

A comprehensive strategic review of the mine plan is well underway, in order to maximize the benefits of the new shaft. It is anticipated that the review will be completed by year end.



Alumbrera Mine (Goldcorp interest - 37.5%)

Three Months Ended
Operating Sep 30 June 30 Mar 31 Mar 31 Dec 31 Sep 30
Data 2005 2005 2005 2005 2004 2004
--------------------------------------------------------------------
(six
weeks)
(note 1)
Tonnes
of ore
mined 2,527,400 3,442,900 1,725,600 3,235,300 3,182,800 2,935,000
Tonnes
of waste
removed 8,188,600 7,535,900 3,540,800 7,190,200 7,174,200 7,303,000
Ratio of
waste
to ore 3.2 2.2 2.1 2.2 2.3 2.5
Tonnes
of ore
milled 3,255,900 3,450,000 1,735,761 3,430,200 3,463,400 3,400,600
Average
mill head
grade
- Gold
(grams/
tonne) 0.60 0.58 0.55 0.56 0.79 0.65
- Copper
(%) 0.57% 0.56% 0.46% 0.49% 0.62% 0.54%
Average
recovery
rate
- Gold (%) 77% 77% 78% 77% 80% 77%
- Copper
(%) 89% 91% 89% 90% 91% 89%
Gold
produced
(ounces) 48,100 48,900 23,700 47,600 70,500 55,200
Copper
produced
(thousands
of pounds) 36,270 38,994 17,162 32,781 43,007 36,151
Gold sold
(ounces) 48,200 47,700 15,200 50,200 51,900 54,200
Copper sold
(thousands
of pounds) 38,568 33,937 9,998 30,000 32,909 34,914
Average
realized
price
- Gold
(per
ounce) $ 452 $ 422 $ 452 $ 417 $ 451 $ 405
- Copper
(per
pound) $ 1.85 $ 1.59 $ 1.62 $ 1.62 $ 1.51 $ 1.38
Total cash
costs
(per gold
ounce)
(note
2) ($ 594) $ (442) $ (397) $ (389) $ (457) $ (374)

Financial
data
--------------------------------------------------------------------
(in thousands) (note 1)
Revenues $ 81,479 $ 65,612 $ 21,184 $ 61,231 $ 68,540 $ 65,049
Earnings
from
opera-
tions $ 36,002 $ 26,323 $ 9,014 $ 32,586 $ 40,168 $ 33,753

(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.
(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 three months ended September 30, 2005 would
be $185 per ounce of gold and $0.88 per pound of copper
(September 30, 2004 - $150 per ounce of gold and $0.57 per pound
of copper).


During the third quarter, the stripping ratio increased from an average of 2.2 to 3.2, in line with plan, as a result of the mining sequence. This is expected to reduce to 2.6 in the fourth quarter and an average of 2.9 in 2006. Mill throughput for the quarter, which included approximately 700,000 tonnes of stockpiled ore, was approximately 6% below expectations as a result of power outages caused by storms.

Total cash costs decreased in the third quarter to minus $594 per ounce of gold, net of by-product copper credits, compared to minus $374 per ounce during the same period last year. This decrease in total cash costs resulted primarily from a 34% improvement in the copper price to an average of $1.85 per pound, offset by a doubling of copper concentrate treatment and refining charges and a 36% increase in ocean freight costs. Also, operating costs have been adversely affected by inflationary pressures, primarily a 60% increase in fuel costs and a 20% increase in the price of electricity, compared with 2004, increasing total costs per tonne of ore milled by approximately 20% overall.
Product shipments late in the third quarter (Goldcorp's share - 11,200 ounces of gold and 9,060,000 pounds of copper) will not be recognized as sales until the fourth quarter due to the shipping schedules which delayed the transfer of title. These shipments would have increased Goldcorp's revenue by $17.2 million and net earnings by $7.1 million in the third quarter, the impact of which has been offset by late shipments in the second quarter, which were not recognized as sales until the third quarter.

Design work is well underway on the 8% expansion of the concentrator to a 40 million tonne per annum milling capacity (Goldcorp's share - 15 million tonnes) through the installation of an additional 6.7 MW ball mill and ancillary equipment. As previously reported, orders for major long lead time equipment have already been placed. The capital cost of the concentrator expansion is estimated at $16 million (Goldcorp's share - $6 million) with commissioning expected by the end of 2006.

The open pit trial of multiple benching and pre-splitting continues to produce excellent results in the upper levels of the mine, further reinforcing the possible opportunities to optimize the pit ore and waste volumes.

Meanwhile, further delineation diamond drilling continued in the pit area during the quarter with 14 of the planned 20 holes completed. The drilling program is on schedule for completion by the fourth quarter of 2005. The ongoing geotechnical optimization and delineation drilling program may lead to a further increase in reserves and resources.



Luismin Mines

Three Months Ended
Operating Sep 30 Jun 30 Mar 31 Mar 31 Dec 31 Sep 30
Data 2005 2005 2005 2005 2004 2004
--------------------------------------------------------------------
(six
weeks)
(note 1)
Tonnes
of ore
milled 244,100 218,700 100,800 199,000 199,900 187,800
Average
mill head
grade
- Gold
(grams/
tonne) 5.55 6.23 6.58 6.59 5.35 5.95
- Silver
(grams/
tonne) 332 310 328 335 280 326
Average
recovery
rate
- Gold (%) 94% 95% 96% 95% 94% 95%
- Silver
(%) 88% 91% 90% 88% 88% 91%
Gold
produced
(ounces) 41,000 41,800 20,400 40,000 32,300 34,200
Silver
produced
(oun-
ces) 2,005,700 1,974,400 961,500 1,894,000 1,586,900 1,798,700
Gold sold
(ounces) 39,100 44,000 23,300 38,300 32,800 33,400
Silver
sold
(oun-
ces) 2,003,800 1,976,400 1,314,800 1,974,000 1,615,100 1,792,000
Average
realized
price
- Gold
(per
ounce) $ 440 $ 427 $ 430 $ 428 $ 436 $ 402
- Silver
(per
ounce)
(note
2) $ 3.90 $ 3.90 $ 3.90 $ 3.90 $ 4.33 $ 6.47
Total cash
costs
per gold
ounce
(note 2) $ 118 $ 115 $ 80 $ 86 $ 115 $ 71

Financial
data
--------------------------------------------------------------------
(in thousands) (note 1)
Revenues $ 24,300 $ 25,559 $ 13,828 $ 22,942 $ 20,676 $ 24,406
Earnings
from
opera-
tions $ 3,503 $ 3,328 $ 3,400 $ 5,529 $ 6,238 $ 10,811

(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.
(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).


Gold production for the three months ended September 30, 2005 was 41,000 ounces, a 20% increase compared to the same period in 2004, as a result of a 30% increase in tonnes milled, offset by slightly lower gold grades and recoveries. The installation of two additional treatment tanks at San Dimas mine has increased the mill capacity by 25%, compared with 2004. Cash costs were higher during the quarter as compared to 2004 due primarily to lower gold grades, fuel and labour cost pressures, as well as under-utilization of mill capacity. Modifications will be completed by year end, which will allow increased mill throughput without a reduction in recoveries.

During the quarter, intensive exploration and development activities continued throughout each of the Luismin operations, with exploration meters drilled increasing by 11% compared to the third quarter of 2004.



Peak Mine

Three Months Ended
Operating Sep 30 Jun 30 Mar 31 Mar 31 Dec 31 Sep 30
Data 2005 2005 2005 2005 2004 2004
--------------------------------------------------------------------
(six
weeks)
(note 1)
Tonnes
of ore
milled 148,700 165,200 82,600 167,300 165,800 162,200
Average
mill head
grade
- Gold
(grams/
tonne) 6.94 6.67 6.22 5.95 8.23 7.94
- Copper
(%) 0.46% 0.28% 0.58% 0.61% 0.39% 0.55%
Average
recovery
rate
- Gold (%) 89% 88% 91% 90% 92% 89%
- Copper
(%) 71% 60% 82% 80% 84% 81%
Gold
produced
(ounces) 29,700 31,100 15,100 29,000 40,600 37,100
Copper
produced
(thousands
of pounds) 1,065 579 864 1,819 1,195 1,590
Gold sold
(ounces) 26,200 27,200 17,300 27,800 40,200 33,100
Copper sold
(thousands
of pounds) 734 505 1,612 1,612 892 1,492
Average
realized
price
- Gold
(per
ounce) $ 449 $ 442 $ 423 $ 422 $ 460 $ 400
- Copper
(per
pound) $ 1.71 $ 1.53 $ 1.36 $ 1.36 $ 1.54 $ 1.29
Total cash
costs
per gold
ounce
(note 2) $ 241 $ 246 $ 272 $ 278 $ 197 $ 161

Financial
data
--------------------------------------------------------------------
(in thousands) (note 1)
Revenues $ 11,536 $ 12,326 $ 8,028 $ 12,091 $ 18,969 $ 14,610
Earnings
from
opera-
tions $ 1,927 $ 2,138 $ 1,708 $ 1,741 $ 7,786 $ 5,230

(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.

(2) The calculation of total cash costs per ounce of gold is net of
by-product copper sales revenue.


Peak sold 26,200 ounces of gold and 0.7 million pounds of copper during the quarter. There remains approximately 10,000 ounces of gold in stockpiled concentrate to be sold by the end of the year. Ore milled was in line with plan, however, 15,000 tonnes of ore was toll treated for a third party during the quarter. Production of 29,700 ounces was below expectations, due primarily to a five day shutdown to work on the mill upgrade project, which is expected to increase capacity to 750,000 tonnes per annum once completed in 2006. The scheduled high grade production from the Perseverance ore body was brought on line with good results towards the end of the quarter. Higher grades are scheduled for the fourth quarter, which is anticipated to result in increased gold production.

Total cash costs for the quarter were $241 per ounce of gold. These costs are higher than the same quarter in 2004, as a result of a 7% stronger Australian dollar relative to the United States dollar, lower average mill head grades processed (particularly by-product copper), and increased concentrate treatment and refining charges resulting from market constraints on smelter capacity.

The New Cobar underground project was completed at the end of September with the project being delivered well under budget and on time. The total cost of the project was$6.1 million compared to a budget of $8.1 million. Development ore has been treated with excellent metallurgical results to date. New Cobar produced 3,200 ounces during the quarter which were sold and credited against the project costs since the project had not yet achieved sufficient production rates to be deemed to be in commercial production. Access to this ore body will provide Peak with far more operational flexibility by providing another ore source to assist ore scheduling to the mill.

Exploration work and delineation drilling continued to focus on New Cobar, Upper Peak and Perseverance Zone D.



Wharf Mine

Three Months Ended
Operating Data Sep 30 Jun 30 Mar 31 Dec 31 Sep 30
2005 2005 2005 2004 2004
--------------------------------------------------------------------
Tonnes of ore
mined 755,500 584,300 646,000 735,000 722,000
Tonnes of ore
processed 733,900 561,100 656,000 670,000 760,000
Average grade of
gold processed
(grams/ tonne) 1.04 0.99 1.10 0.93 1.06
Average recovery
rate (%) 75% 75% 75% 75% 75%
Gold produced
(ounces) 11,200 16,400 17,700 15,200 20,000
Gold sold (ounces) 15,300 15,700 34,300 15,500 13,800
Average realized
gold price
(per ounce) $ 444 $ 429 $ 431 $ 432 $ 405
Total cash costs
(per ounce) $ 307 $ 291 $ 282 $ 268 $ 271

Financial Data
--------------------------------------------------------------------
(in thousands)
Revenues $ 7,002 $ 7,014 $ 14,938 $ 6,826 $ 5,763
Earnings from
operations $ 537 $ 627 $ 2,026 $ 1,270 $ 1,545


The Wharf Mine produced 11,200 ounces of gold in the quarter; ounces sold were 15,300 compared to 13,800 ounces in 2004. Total cash costs for the quarter were $307 per ounce, compared to $271 per ounce during the third quarter of 2004, a 13% increase primarily as a result of the lower ounces produced. Tonnes of ore processed each quarter do not necessarily correlate to ounces produced during the quarter as there is a time delay between placing tonnes on the leach pad and pouring ounces of gold. The lower gold ounces produced for the quarter was due to the higher than expected silver content in the processed ore. This silver content displaces gold in the recovery plant, keeping the gold in the circuit longer due to the physical limitation of the recovery plant.



Silver Wheaton Corp. (Goldcorp interest - 65%)

(100% figures shown) Three Months Ended
Operating Sep 30 Jun 30 Mar 31 Mar 31 Dec 31 Sep 30
Data 2005 2005 2005 2005 2004 2004
--------------------------------------------------------------------
(six
weeks)
(note 1)
Ounces of
silver
purchased
- Luis-
min 2,003,800 2,088,000 1,314,800 1,974,000 1,387,300 -
- Zink-
gruvan 531,000 476,200 223,300 330,800 240,500 -
- Tot-
al 2,534,800 2,564,200 1,538,100 2,304,800 1,627,800 -
Ounces of
silver
sold
- Luis-
min 2,003,800 2,088,000 1,314,800 1,974,000 1,387,300 -
- Zink-
gruvan 531,000 580,400 226,400 349,000 117,800 -
- Tot-
al 2,534,800 2,668,400 1,541,200 2,323,000 1,505,100 -
Average
realized
silver
price
(per
ounce) $ 7.13 $ 7.22 $ 7.04 $ 6.92 $ 7.30 $ -
Total cash
costs
(per
silver
ounce) $ 3.90 $ 3.90 $ 3.90 $ 3.90 $ 3.90 $ -

Financial
Data
--------------------------------------------------------------------
(in thousands) (note 1)
Revenues $ 18,107 $ 19,263 $ 10,857 $ 16,077 $ 10,986 $ -
Earnings
from
opera-
tions $ 6,088 $ 6,560 $ 3,894 $ 5,257 $ 3,938 $ -

(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, a publicly traded company, is owned 65% by Goldcorp as a result of the acquisition of Wheaton. Silver Wheaton has agreements to purchase all of the silver produced by Goldcorp's Luismin mines in Mexico and Lundin Mining Corporation's Zinkgruvan mine in Sweden for a per ounce cash payment of the lesser of $3.90 and the prevailing market price, subject to adjustment.

PROJECT DEVELOPMENT REVIEW

Amapari Project

Project commissioning continued through the quarter focussing on the crushing, agglomeration and stacking system. Commissioning was also commenced during the quarter on the leaching system and hydrometallurgical plant, with the first gold bar weighing 330 ounces successfully poured on September 23, 2005. Construction of a number of key infrastructure areas was completed in the third quarter, including the leach solution pipework, water supply and main offices. Construction continues on the main workshop. Final completion of the reclaimer and conveyor system continues, which is not yet required for production.

Pit pre-stripping continued from the five pits now opened up for maximum ore mining flexibility. Waste dump civil construction was also commenced. More than 3.4 million tonnes of waste have now been pre-stripped allowing the stockpiling and leach stacking of more than 395,000 tonnes of ore with an average grade of 2.04 g/t of gold. The larger waste stripping excavator and first of the larger haul trucks were also commissioned.

At September 30, 2005, direct construction costs for the project totalled $76 million. These costs continued to be negatively impacted by the strong Brazilian currency, which appreciated against the United States dollar by a further 6% during the quarter (total of 30% since construction commenced). This currency appreciation, together with oil and steel price increases, has increased these costs by a total of approximately $15 million.

Also, additional expenditures of $15 million have been incurred, which were originally anticipated in 2006 and future years, in order to increase mining flexibility. These expenditures primarily relate to additional mining fleet and pre-stripping costs. Pre-operating costs continue to be capitalized as the project has not yet achieved commercial production, which is expected by year end.

Infill drilling in the main pit continues to assist long term mine planning. Exploration activities have continued at Urucum East where drilling is to commence in the fourth quarter. Following further surface mapping and sampling at Timbo an encouraging 3km trend of rock types has been outlined including 1km that has provided elevated gold grade chip samples. Once access tracks are fully permitted, drilling will commence. Three other areas of strong exploration interest have also been generated from data compilation within the 120km long tenement package.

Los Filos/Bermejal Project

On March 31, 2005, Goldcorp completed the acquisition of the 2.4 million ounce Bermejal gold deposit in Mexico for cash consideration of $70 million, from a joint venture of Industrias Penoles S.A. de C.V. and Newmont Mining Corporation. The Bermejal gold deposit is located just two kilometres south of Goldcorp's Los Filos gold deposit.

The Company plans to develop the two deposits as a single operation with two open pits and one single heap leach pad facility. The feasibility study of a standalone Los Filos project is complete; however, in order to maximize the synergies with Bermejal, a detailed engineering study for the combined project is being completed.

Exploration continues in the area; 40,000 metres have been drilled to date with positive results. The Los Filos ore deposit block model is already completed and mine design is well advanced as a part of the new combined feasibility study. Step out drilling in the Bermejal pit has been completed and the block model work is in progress.

Advances in infrastructure included the completion of the first 9 km sector of the main access road and the remaining 13 km sector is expected to be completed by the end of this year. The 115 KV power transmission line and feeder are fully commissioned and approved by the Federal Council of Electricity. The electrical distribution system, water supply system and pumping stations are all in progress.

The heap leach pad facilities are presently being excavated and sub drainage work has started, with geotextile membrane and piping installation. Detailed engineering and procurement services were contracted for the hydrometallurgical plant.

The Los Filos stand alone environmental impact assessment (EIA), which includes the new pad area, has been approved by the Mexican Government Agency. The Bermejal EIA as well as the land use change technical study and the environmental risk analysis, have been submitted for approval.



EXPENSES

--------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
(in thousands) 2005 2004 2005 2004
--------------------------------------------------------------------
Depreciation and depletion $ 29,457 $ 4,976 $ 87,349 $ 13,795
Corporate administration 7,442 2,107 18,234 6,514
Exploration 2,255 1,474 6,265 4,042


Depreciation and depletion, which relates to mining activities, increased to $29.5 million for the quarter, compared to $5 million in 2004, primarily as a result of the acquisition of Wheaton mining assets effective February 15, 2005.

Corporate administration costs increased during the third quarter of 2005, compared to the same period in 2004, due primarily to increased corporate activity relating to the Wheaton acquisition and the consolidation of Wheaton's operating results in 2005.



OTHER INCOME (EXPENSE)

--------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
(in thousands) 2005 2004 2005 2004
--------------------------------------------------------------------
Interest and other income $ 4,321 $ 1,728 $ 9,678 $ 7,379
Stock option expense (3,096) (1,087) (10,572) (3,298)
Gain (loss) on foreign
Currency 4,741 (259) 1,388 243
Gain (loss) on marketable
securities, net 774 (5,620) 2,218 (7,163)
Corporate transaction costs (153) - (3,592) -
--------------------------------------------------------------------
$ 6,587 $ (5,238) $ (880) $(2,839)
--------------------------------------------------------------------
--------------------------------------------------------------------


As a result of the acquisition of Wheaton, Goldcorp stock options which existed at December 31, 2004 became fully vested during the first quarter of 2005 and were expensed in the amount of $5.3 million. During the second quarter, the Company granted 5,000,000 stock options vesting over a period of three years, with a fair value of $19.9 million. Of this, stock option expense of $2.9 million has been recognized in the third quarter, $2.9 million will be recognized in the fourth quarter, $8.1 million in 2006, $3.1 million in 2007 and $0.7 million in 2008.

During the third quarter, the Company earned a foreign currency gain of $4.7 million (nine months to September 30, 2005 - $1.4 million) as a result of holding a portion of its cash balances in Canadian dollars during a period of a weakening US dollar. In addition, the Company earned interest income of $4.3 million (nine months to September 30, 2005 - $9.7 million) as a result of the increase in cash and cash equivalents near the end of the second quarter, upon the sale of the withheld gold bullion.

Corporate transaction costs pertaining to the acquisition of Wheaton in the amount of $0.2 million for the three months ended September 30, 2005 and $3.6 million for the nine months ended September 30, 2005 relate to severance and restructuring of insurance policies, which may not be capitalized as acquisition costs under current accounting standards and thus have been expensed.

INCOME AND MINING TAXES

Income and mining taxes for the three months ended September 30, 2005 totalled $34.8 million, approximately 37% of earnings before taxes. In 2004, income and mining taxes were $7.7 million, or 44% of earnings before taxes. Income and mining taxes for the nine months ended September 30, 2005 totalled $108.5 million (approximately 36% of earnings before taxes) compared with $26.4 million (42% of earnings before taxes) in the prior year.

The lower effective tax rate during 2005 is due to the lower statutory tax rates applicable to the Wheaton operations. The statutory tax rate at Goldcorp's Canadian operations is approximately 40% while the combined statutory tax rate at the Wheaton operations is approximately 30%.

NON-CONTROLLING INTERESTS

During the quarter ended March 31, 2005, Goldcorp acquired an 82% interest in Wheaton, which resulted in an 18% non-controlling interest in the amount of $141.9 million. During the period February 15 to April 15, 2005, the non-controlling interest's share of Wheaton's net earnings was $3.5 million. Goldcorp acquired the 18% non-controlling interest's share of Wheaton on April 15, 2005.

A further non-controlling interest arose as a result of the Wheaton acquisition with respect to Wheaton's 65% ownership of its subsidiary, Silver Wheaton. The share of earnings of the 35% non-controlling interest for the three months to September 30, 2005 amounted to $2.3 million.

NON-GAAP MEASURES - PRO FORMA ADJUSTED NET EARNINGS

"Pro Forma Adjusted Net Earnings" when used with respect to Goldcorp net earnings for the three and nine months ended September 30, 2005, refers to net earnings that include 100% of the earnings of Goldcorp and Wheaton for the full three and nine month period, adjusted for certain items that management of Goldcorp believes facilitates the evaluation of future operations. Pro Forma Adjusted Net Earnings excludes non-recurring stock option expenses and corporate transaction costs (including investment banking, legal, and other fees relating to the acquisition of Wheaton) and includes adjustments for gold bullion withheld or sold, during the period and estimated additional depreciation and depletion. Management believes that such adjustments are appropriate. Pro Forma Adjusted Net Earnings should not be construed as an alternative to net earnings determined in accordance with Canadian generally accepted accounting principles ("GAAP"). For a reconciliation of Pro Forma Adjusted Net Earnings to net earnings, based on the financial statements prepared in accordance with GAAP, see "Reconciliation of Pro Forma Adjusted Net Earnings to Net Earnings". Pro Forma Adjusted Net Earnings is not a recognized measure under GAAP and does not have a standardized meaning prescribed by GAAP, and may differ from methods by which other companies calculate such measures and, accordingly, such measures as used herein may not be comparable to similarly titled measures used by other companies. Further, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.



Reconciliation of Pro Forma Adjusted Net Earnings to Net Earnings
(for the three and nine months ended September 30, 2005):

Three Months Nine Months
Ended Ended
(in thousands) Sep 30 Sep 30

Net earnings $ 56,521 $ 184,040
Non-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)
--------------------------------------------------------------------
56,521 200,350

Corporate transaction costs (note 4) 153 6,099
Bullion adjustments (note 5) - (39,392)
--------------------------------------------------------------------

Pro forma adjusted net earnings $ 56,674 $ 167,057
--------------------------------------------------------------------
--------------------------------------------------------------------

(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.


Revenue from gold bullion production is recognized in the consolidated financial statements when title passes to the purchaser and, as a result, revenue is recorded when the gold is sold, not when it is produced. During the second quarter the Company decided to abandon its previous policy to withhold gold bullion production and sold its bullion inventory, therefore there is no bullion adjustment in the third quarter.

Reconciliation of Pro Forma Adjusted Basic Earnings per Share



The number of shares used in the computation of pro forma adjusted
basic earnings per share is as follows:

Three Months Nine Months
Ended Ended
(in thousands) September 30 September 30
--------------------------------------------------------------------

Weighted-average number of Goldcorp
shares outstanding for the period 336,651 305,944
Adjustment to reflect acquisition of 100%
of Wheaton, effective January 1, 2005 - 28,923
--------------------------------------------------------------------

Pro forma weighted average number of
shares outstanding for period 336,651 334,867
--------------------------------------------------------------------
--------------------------------------------------------------------

Pro Forma Adjusted Net Earnings $ 56,674 $ 167,057
--------------------------------------------------------------------
--------------------------------------------------------------------

Pro forma adjusted basic earnings
per share $ 0.17 $ 0.50
--------------------------------------------------------------------
--------------------------------------------------------------------


NON-GAAP MEASURE - TOTAL CASH COST PER GOLD OUNCE CALCULATION

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 not intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The following table provides a reconciliation of total cash costs per ounce to the financial statements:



(in thousands, except Three Months Ended Nine Months Ended
gold ounces sold and September 30 September 30
per ounce amounts) 2005 2004 2005 2004
--------------------------------------------------------------------
Operating expenses per
financial statements $ 77,538 $ 18,973 $ 213,193 $49,190
Industrial minerals
operating expense (2,889) (2,991) (8,691) (8,702)
Treatment and refining
charges on concentrate sales 13,586 - 28,655 -
By-product silver and copper
sales, and other (84,387) (316) (176,940) (854)
Non-cash adjustments (1,310) (1,960) (5,037) (4,434)
--------------------------------------------------------------------
$ 2,538 $ 13,706 $ 51,180 $35,200
--------------------------------------------------------------------
Divided by gold ounces sold 276,700 112,800 1,037,300 313,800
--------------------------------------------------------------------
Total cash costs per ounce $ 9 $ 121 $ 49 $ 112
--------------------------------------------------------------------
--------------------------------------------------------------------


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005 the Company held cash and cash equivalents of $421 million (December 31, 2004 - $333 million) and working capital of $431 million (December 31, 2004 - $400 million).

In the opinion of management, the working capital at September 30, 2005, together with cash flows from operations, are sufficient to support the Company's normal operating requirements on an ongoing basis.

Total assets increased to $3,839 million at September 30, 2005 from $702 million at December 31, 2004, primarily as a result of the acquisition of Wheaton. The Wheaton acquisition, financed by the issuance of Goldcorp common shares, resulted in an increase in total assets of $2,955 million, an increase in total liabilities of $720 million, and an increase in shareholders' equity of $2,235 million. Mining interests increased by $2,397 million, representing the fair value of Wheaton's mining properties acquired, and goodwill increased by $249 million. Future income tax liabilities of $541 million and deferred employee profit sharing liabilities of $86 million were accrued on the acquisition and will be amortized to income as the related mining interests are depreciated. Accounting for income taxes uses the liability method which takes into consideration the differences between accounting and tax values of all assets and liabilities. In particular, on business acquisitions, the Company grosses up the value of mining interests acquired to reflect the recognition of future income tax liabilities for the tax effect of such differences.

During the quarter, the Company generated operating cash flows of $85 million (nine months ended September 30, 2005 - $329 million), compared with $22 million (nine months ended September 30, 2004 - $31 million) during the same period of 2004. The favourable non-cash operating working capital movement during the nine months ended September 30, 2005 primarily resulted from the second quarter sale of the gold bullion inventory, offset by cash tax payments at Alumbrera of $69 million. Conversely, a negative non-cash operating working capital movement of $44 million during the nine months to September 30, 2004 was largely due to cash tax payments.

The acquisition of Wheaton during 2005 resulted in net cash acquired of $132 million after cash payments of acquisition costs. In January 2005, the Company invested cash of $70 million to acquire the Bermejal property in Mexico. During the nine months ended September 30, 2005, the Company invested a total of $195 million in mining interests, including $43 million at Red Lake, $72 million at the Luismin operations, $57 million at Amapari and $15 million at Peak.

Cash dividend payments for the nine months totalled $136 million, primarily due to the payment of a special $0.50 per share cash dividend, totalling approximately $95 million, during the first quarter. The Company paid a monthly dividend of $0.015 per share, resulting in cash dividend payments for the third quarter of $15.2 million.

As of November 7, 2005, there were 339 million common shares of the Company issued and outstanding and 13.8 million stock options outstanding under its share option plan. In addition, the Company had 7 million share purchase warrants outstanding (exchangeable for 14.5 million common shares) and 158.1 million Series A, B and C share purchase warrants outstanding (exchangeable for 39.5 million common shares), issued in exchange for existing Wheaton share purchase warrants.

Derivative instruments

The Company employs, from time to time, interest rate and Canadian dollar forward and option contracts to manage exposure to fluctuations in metal prices and foreign currency exchange rates.

Commitments

Commitments exist for expenditures for mining interests of approximately $101 million, primarily relating to the Red Lake expansion, completion of construction of Amapari and commencement of construction at Los Filos/Bermejal.

Related party transactions

During the nine months ended September 30, 2005, Goldcorp sold its holdings in three marketable securities to a company owned by Robert R. McEwen, the former Chairman and CEO of Goldcorp. These were non-brokered transactions which were executed at market value based on the average of the TSX closing price for the ten trading days prior to the sale agreements, resulting in gains totalling approximately $4 million. During the third quarter, the Company sold its share ownership of Lexam Explorations Inc. to a company owned by Mr. McEwen for proceeds of $0.3 million.

CRITICAL ACCOUNTING POLICIES

Acquisition accounting

For the purposes of these consolidated financial statements, the purchase consideration has been allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed based on management's best estimates and taking into account all available information at the time these consolidated financial statements were prepared. Goldcorp will continue to review information and perform further analysis with respect to these assets, including an independent valuation, prior to finalizing the allocation of the purchase price. This process will be performed in accordance with the recent accounting pronouncement relating to "Mining Assets - Impairment and Business Combination" (Emerging Issue Committee Abstract 152). Although the results of this review are presently unknown, it is anticipated that it may result in a change to the amount assigned to goodwill and a change to the value attributable to tangible assets.

Goodwill and impairment testing

The acquisition of Wheaton was accounted for using the purchase method whereby assets acquired and liabilities assumed were recorded at their fair market values as of the date of acquisition and any excess of the purchase price over such fair value was recorded as goodwill. Goodwill was identified and allocated to reporting units by preparing estimates of the fair value of each reporting unit and comparing this amount to the fair value of assets and liabilities in the reporting unit.

The Company evaluates, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that a reporting unit's carrying amount is greater than its fair value. This impairment assessment involves estimating the fair value of each reporting unit that includes goodwill. We compare this fair value to the total carrying amount of the reporting unit (including goodwill). If the fair value exceeds this carrying amount, we consider that the goodwill is not impaired. If the fair value is less than this carrying amount, then we estimate the fair values of all identifiable assets and liabilities in the reporting unit, and compare this net fair value of assets less liabilities to the estimated fair value of the entire reporting unit. The difference represents the fair value of goodwill, and if necessary, we reduce the carrying amount of goodwill to this fair value with a charge to operations. Assumptions underlying fair value estimates are subject to significant risks and uncertainties.

Investment in Alumbrera

The Company has joint control over Alumbrera through certain matters requiring unanimous consent in the shareholders' agreement and, therefore, has proportionately consolidated its 37.5% share of the financial statements of Alumbrera from February 15, 2005. On this basis, the Company records its 37.5% share of the assets, liabilities, revenues and expenses of Alumbrera in these consolidated financial statements.

Non-controlling interest

Non-controlling interest exists on less than wholly-owned subsidiaries of the Company and represents the outside interest's share of the carrying value of the subsidiaries. As at September 30, 2005, non-controlling interests had a 35% interest in Silver Wheaton.

OUTLOOK

Goldcorp anticipates continued strong operating results for the fourth quarter of 2005, with total gold production for the year forecast to exceed 1.1 million ounces at a total cash cost of less than $60 per ounce (net of by-product sales revenue).

Expenditures for mining interests for the remainder of the year are forecast to approximate $69 million, which primarily relate to the Red Lake expansion and construction of the Los Filos/Bermejal project.

SUBSEQUENT EVENT

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 $9.2 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 $1.35 billion. 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 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 of over $400 million, $500 million from its existing revolving credit facilities, and new committed credit facilities of $700 million. The new $700 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 $350 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.

On completion of this transaction, Goldcorp's annualized 2006 gold production will increase by approximately 50% to over 2 million ounces at a total cash cost of less than US$150/oz. Proven and probable reserves will increase by 83% to approximately 23 million ounces, measured and indicated gold resources by 195% to 16 million ounces, and inferred gold resources by 86% to 11 million ounces. The transaction provides geographical synergies, participation in a large-scale, long-life development asset as well as strong exploration potential in Canada, which should significantly enhance Goldcorp's growth profile while maintaining its status as the lowest cost million ounce gold producer.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis release contains "forward-looking statements", within the meaning of the United States Private Securities Litigation Reform Act of 1995 and similar Canadian legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver and copper, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the integration of acquisitions; risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold, silver and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in (a) the section entitled "Description of the Business - Risk Factors" in Goldcorp's annual information form for the year ended December 31, 2004, and (b) the section entitled "Description of the Business - Risk Factors" in Wheaton River Minerals Ltd.'s annual information form for the year ended December 31, 2004. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Goldcorp does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Readers are advised that National Instrument 43-101 of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. Readers should refer to the respective annual information forms of Goldcorp and Wheaton River Minerals Ltd., each for the year ended December 31, 2004, and other continuous disclosure documents filed by Goldcorp since January 1, 2005 available at www.sedar.com, for this detailed information, which is subject to the qualifications and notes set forth therein.

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




Consolidated Statements of Earnings
(in thousands of United States dollars and shares,
except per share amounts - Unaudited)


Three Months Ended Nine Months Ended
September 30 September 30
Note 2005 2004 2005 2004
--------------------------------------------------------------------

Revenues $ 203,669 $ 50,369 $ 628,124 $ 139,144

Operating expenses 77,538 18,973 213,193 49,190
Depreciation and
depletion 29,457 4,976 87,349 13,795
--------------------------------------------------------------------
Earnings from mine
operations 96,674 26,420 327,582 76,159

Corporate administration 7,442 2,107 18,234 6,514
Exploration 2,255 1,474 6,265 4,042
--------------------------------------------------------------------

Earnings from operations 86,977 22,839 303,083 65,603
--------------------------------------------------------------------
Other income (expense)
Interest and other income 4,321 1,728 9,678 7,379
Stock option expense 12 (3,096) (1,087) (10,572) (3,298)
Gain (loss) on foreign
currency 4,741 (259) 1,388 243
Gain (loss) on marketable
securities, net 774 (5,620) 2,218 (7,163)
Corporate transaction
costs 6 (153) - (3,592) -
--------------------------------------------------------------------

6,587 (5,238) (880) (2,839)
--------------------------------------------------------------------
Earnings before taxes and
non-controlling interests 93,564 17,601 302,203 62,764

Income and mining taxes (34,774) (7,747) (108,488) (26,384)
Non-controlling interests (2,269) - (9,675) -
--------------------------------------------------------------------
Net earnings $ 56,521 $ 9,854 $ 184,040 $ 36,380
--------------------------------------------------------------------
--------------------------------------------------------------------

Earnings per share 12
Basic $ 0.17 $ 0.05 $ 0.60 $ 0.19
Diluted 0.15 0.05 0.54 0.19

Weighted average number
of shares outstanding
Basic 336,651 189,799 305,944 189,640
Diluted 374,841 193,068 339,044 193,323

The accompanying notes form an integral part of these consolidated
financial statements

Consolidated Balance Sheets
(in thousands of
United States dollars - Unaudited)
September 30 December 31
Note 2005 2004
--------------------------------------------------------------------

Assets
Current
Cash and cash equivalents $ 420,901 $ 333,375
Gold bullion (market value:
$nil; 2004 - $96,363) - 33,895
Marketable securities (market
value: $33,195; 2004 - $31,006) 20,552 22,873
Accounts receivable 58,724 7,197
Income and mining taxes
receivable 2,774 12,269
Inventories and stockpiled ore 7 70,692 15,329
Other 9,252 1,735
--------------------------------------------------------------------
582,895 426,673

Mining interests 3,8 2,845,964 264,949
Goodwill 3 249,315 -
Silver contract 5 75,241 -
Stockpiled ore 7 50,961 -
Future income and mining taxes 3,455 -
Long-term investments (market
value: $15,110 ; 2004 - $nil) 15,069 -
Other 16,325 9,896
--------------------------------------------------------------------
$ 3,839,225 $ 701,518
--------------------------------------------------------------------
--------------------------------------------------------------------

Liabilities
Current
Accounts payable and accrued
liabilities $ 78,262 $ 25,507
Income and mining taxes payable 73,953 -
Future income and mining taxes - 1,149
--------------------------------------------------------------------
152,215 26,656

Future income and mining taxes 617,316 70,610
Reclamation and closure cost
obligations 50,225 26,403
Future employee benefits and other 10 90,268 -
--------------------------------------------------------------------
910,024 123,669
--------------------------------------------------------------------
Non-controlling interests 11 61,729 -
--------------------------------------------------------------------

Shareholders' equity
Capital stock 12 2,633,846 386,703
Cumulative translation adjustment 101,930 107,741
Retained earnings 131,696 83,405
--------------------------------------------------------------------
2,867,472 577,849
--------------------------------------------------------------------
$ 3,839,225 $ 701,518
--------------------------------------------------------------------
--------------------------------------------------------------------
Commitments and contingencies (note 15)
Subsequent events (notes 17)

The accompanying notes form an integral part of these consolidated
financial statements

Consolidated Statements of Cash Flows
(in thousands of United
States dollars - Unaudited)

Three Months Ended Nine Months Ended
September 30 September 30
Note 2005 2004 2005 2004
--------------------------------------------------------------------

Operating activities
Net earnings $ 56,521 $ 9,854 $ 184,040 $ 36,380
Reclamation expenditures (1,009) (135) (2,535) (712)
Items not affecting cash
Depreciation and depletion 29,457 4,976 87,349 13,795
(Gain) loss on marketable
securities, net (774) 5,620 (2,218) 7,163
Stock option expense 3,096 1,087 10,572 3,298
Future income and
mining taxes 3,651 2,131 1,532 14,414
Non-controlling interests 2,269 - 9,675 -
Other (6,878) - (1,501) -
Change in non-cash
operating working
capital 13 (1,517) (1,227) 42,016 (43,623)
--------------------------------------------------------------------

Net cash provided by
operating activities 84,816 22,306 328,930 30,715
--------------------------------------------------------------------
Investing activities
Mining interests (77,885) (14,082) (194,506) (43,506)
Acquisition of Wheaton
River Minerals Ltd, net
of cash acquired 3 - - 132,446 -
Acquisition of Bermejal
property 4 - - (70,010) -
Purchase of marketable
securities - (4,988) (8,205) (21,611)
Proceeds from sale of
marketable securities 3,303 30 18,782 3,827
Long-term investments (15,069) - (15,069) -
Other (1,462) 210 (1,649) 955
--------------------------------------------------------------------

Net cash used in investing
activities (91,113) (18,830) (138,211) (60,335)
--------------------------------------------------------------------
Financing activities
Common shares issued 14,237 831 27,577 3,346
Dividends paid to common
shareholders (15,231) (8,537) (135,749) (44,523)
Other (409) - 2,903 -
--------------------------------------------------------------------

Net cash used in financing
activities (1,403) (7,706) (105,269) (41,177)
--------------------------------------------------------------------
Effect of exchange rate
changes on cash 7,758 17,022 2,076 7,485
--------------------------------------------------------------------
Increase (decrease) in cash
and cash equivalents 58 12,792 87,526 (63,312)
Cash and cash equivalents,
beginning of period 420,843 302,850 333,375 378,954
--------------------------------------------------------------------

Cash and cash equivalents,
end of period $ 420,901 $ 315,642 $ 420,901 $ 315,642
--------------------------------------------------------------------
--------------------------------------------------------------------
Supplemental cash flow information (note 13)

The accompanying notes form an integral part of these consolidated
financial statements


Consolidated Statements to Shareholders' Equity
(In thousands - Unaudited)

Common Shares Share
Purchase Stock
Shares Amount Warrants Options
--------------------------------------------------------------------
At January 1, 2004 189,274 $ 359,717 $ 16,110 $ 2,275
Stock options exercised 706 3,529 - (9)
Fair value of stock
options issued - - - 5,081
Dividends declared - - - -
Unrealized gain on
translation of non-US
dollar denominated
accounts - - - -
Net earnings - - - -
--------------------------------------------------------------------

At December 31, 2004 189,980 363,246 16,110 7,347
Issued pursuant to
Wheaton acquisition
(note 3) 143,771 1,887,421 290,839 30,794
Stock options exercised 2,178 24,031 - (6,765)
Share purchase
warrants exercised 1,958 22,358 (11,861) -
Fair value of stock
options issued - - - 10,522
Share issue costs - (196) - -
Dividends declared - - - -
Unrealized loss on
translation of non-US
dollar denominated
accounts - - - -
Net earnings - - - -
--------------------------------------------------------------------

At September 30, 2005 337,887 $2,296,860 $ 295,088 $ 41,898
--------------------------------------------------------------------
--------------------------------------------------------------------


Cumulative
Translation Retained
Adjustment Earnings Total
--------------------------------------------------------------------
At January 1, 2004 $66,282 $63,358 $507,742
Stock options exercised - - 3,520
Fair value of stock
options issued - - 5,081
Dividends declared - (31,300) (31,300)
Unrealized gain on translation
of non-US dollar denominated
accounts 41,459 - 41,459
Net earnings - - 51,347
--------------------------------------------------------------------

Net earnings - - -
At December 31, 2004 107,741 83,405 577,849
Issued pursuant to Wheaton
acquisition (note 3) - - 2,209,054
Stock options exercised - - 17,266
Share purchase warrants
exercised - - 10,497
Fair value of stock options
issued - - 10,522
Share issue costs - - (196)
Dividends declared - (135,749) (135,749)
Unrealized loss on translation
of non-US dollar denominated
accounts (5,811) - (5,811)
Net earnings - 184,040 184,040
--------------------------------------------------------------------

At September 30, 2005 $ 101,930 $ 131,696 $2,867,472
--------------------------------------------------------------------
--------------------------------------------------------------------

The accompanying notes form an integral part of these consolidated
financial statements

Notes to the Consolidated Financial Statements
Nine Months Ended September 30, 2005
(in United States dollars, tabular amounts in thousands - Unaudited)


1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Goldcorp Inc ("Goldcorp" or "the Company") is a leading intermediate gold producer engaged in gold mining and related activities including exploration, extraction, processing and reclamation. As a result of the successful acquisition of Wheaton River Minerals Ltd ("Wheaton") during the year (note 3), the Company's assets are comprised of the Red Lake gold mine in Canada, a 37.5% interest in the Alumbrera gold/copper mine in Argentina, the Luismin gold/silver mines in Mexico, the Peak gold mine in Australia, and the Wharf gold mine in the United States. Significant development projects include the expansion of the existing Red Lake mine, the Los Filos/Bermejal gold project in Mexico and the Amapari gold project in northern Brazil. Goldcorp also owns a 65% interest in Silver Wheaton Corp ("Silver Wheaton"), a publicly traded silver mining company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). The preparation of financial data is based on accounting policies and practices consistent with those used in the preparation of the audited annual consolidated financial statements, other than as set out below. The accompanying unaudited consolidated financial statements should be read in conjunction with the notes to the Company's audited consolidated financial statements for the year ended December 31, 2004, since they do not contain all disclosures required by Canadian GAAP for annual financial statements.

(a) Basis of presentation

These consolidated financial statements reflect the results of Goldcorp's Red Lake and Wharf mines, together with an 82% interest in those of Wheaton from February 15 to April 15, 2005 and 100% thereafter (note 3).



The principal mining assets of Wheaton are listed below:

Operations and
Ownership Development
Mining Asset Location Interest Status Projects Owned
--------------------------------------------------------------------
Minera Alumbrera
Ltd. ("Alumbrera") Argentina 37.5% Proportion-
ately
consolidated Alumbrera mine

Luismin SA de CV
("Luismin") Mexico 100% Consolidated San Dimas,
San Martin and
Nukay mines and
Los Filos/
Bermejal
development
project

Mineracao Pedra
Branco do Amapari
Ltda ("Amapari") Brazil 100% Consolidated Amapari
development
project

Peak Gold Mines
Pty Ltd ("Peak") Australia 100% Consolidated Peak mine

Silver Wheaton Corp
("Silver Wheaton") Canada 65% Consolidated Silver
contracts in
Mexico and
Sweden


(b) Revenue recognition

Revenue from the sale of metals is recognized in the accounts when title and risk passes to the buyer, collection is reasonably assured and the price is reasonably determinable. 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.

(c) Investment in Alumbrera

The Company has joint control over Alumbrera through certain matters requiring unanimous consent in the shareholders' agreement and, therefore, has proportionately consolidated its 37.5% share of the financial statements of Alumbrera from February 15, 2005. On this basis, the Company records its 37.5% share of the assets, liabilities, revenues and expenses of Alumbrera in these consolidated financial statements.

(d) Goodwill

The acquisition of Wheaton was accounted for using the purchase method whereby assets acquired and liabilities assumed were recorded at their fair market values as of the date of acquisition and any excess of the purchase price over such fair value was recorded as goodwill. Goodwill was identified and allocated to reporting units by preparing estimates of the fair value of each reporting unit and comparing this amount to the fair value of assets and liabilities in the reporting unit.

The Company evaluates, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that a reporting unit's carrying amount is greater than its fair value. This impairment assessment involves estimating the fair value of each reporting unit that includes goodwill. We compare this fair value to the total carrying amount of the reporting unit (including goodwill). If the fair value exceeds this carrying amount, we consider that the goodwill is not impaired. If the fair value is less than this carrying amount, then we estimate the fair values of all identifiable assets and liabilities in the reporting unit, and compare this net fair value of assets less liabilities to the estimated fair value of the entire reporting unit. The difference represents the fair value of goodwill, and if necessary, we reduce the carrying amount of goodwill to this fair value with a charge to operations. Assumptions underlying fair value estimates are subject to significant risks and uncertainties.

(e) Silver contract

Contracts for which settlement is called for in silver are recorded at cost. These assets are depreciated on a unit-of-sale basis over the estimated recoverable reserves and resources at the mine corresponding to the specific contract.

Evaluations of the carrying values of each contract are undertaken at least annually 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 then a write-down is recorded with a charge to operations.

(f) Long-term investments

Long-term investments are carried at cost. When a decline in market value that is other than temporary has occurred, these investments are written down to provide for the loss.

(g) Foreign currency translation

Prior to April 1, 2005, the Canadian dollar was determined to be the measurement currency of the Company's Canadian operations and these operations have been translated into United States dollars up until this date using the current rate method as follows: all assets and liabilities are translated into United States dollars at the exchange rate prevailing at the balance sheet date; all revenue and expense items are translated at the average rate of exchange for the period; and the resulting translation adjustment is recorded as a separate component of shareholders' equity. In addition, unrealized gains and losses due to movements in exchange rates on cash balances held in foreign currencies are shown separately on the Consolidated Statements of Cash Flows.

Due to the Wheaton acquisition and related changes, including holding a greater proportion of the Company's cash in United States dollars, it has been determined that as of April 1, 2005, the United States dollar is the reporting and measurement currency of the Company's Canadian operations and therefore these operations have been translated using the temporal method from that date onward. All operations outside of Canada, including those of Wheaton, previously applied the United States dollar as their reporting and measurement currency and therefore translated their operating results using the temporal method. Under this method, foreign currency monetary assets and liabilities are translated into United States 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; foreign currency transactions are translated at the United States dollar rate prevailing on the transaction dates; and foreign exchange gains and losses are included in the determination of earnings.

(h) Non-controlling interest

Non-controlling interest exists on less than wholly-owned subsidiaries of the Company and represents the outside interest's 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 underlying equity of the shares involved. Dilution gains that do not represent the culmination of earnings are deferred and recognized as revenue on a systematic basis.

(i) Financial instruments

The Company employs, from time to time, interest rate and Canadian dollar forward and option contracts to manage exposure to fluctuations in interest rates and foreign currency exchange rates.

(j) Income and mining taxes

The Company uses the liability method of accounting for income 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. Upon business acquisitions, the liability method results in a gross up of mining interests to reflect the recognition of the future 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 likely to be realized. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period in which the tax rate changes.

(k) Comparative amounts

Certain comparative information has been reclassified to conform to the current period's presentation.

3. BUSINESS COMBINATION

On December 6, 2004, Goldcorp and Wheaton announced a proposed transaction which provided for Goldcorp to make a take-over bid for Wheaton on the basis of one Goldcorp share for every four Wheaton shares. On December 29, 2004, Goldcorp mailed the Goldcorp Take-over Bid Circular to the Wheaton shareholders.

On February 8, 2005, Goldcorp announced a special $0.50 per share cash dividend would be payable to existing Goldcorp shareholders should shareholders approve by majority Goldcorp's take-over bid for Wheaton and Wheaton shareholders tender the minimum two-thirds bid requirement. The payment of the special dividend also resulted in an adjustment to the exchange ratio of Goldcorp's outstanding warrants - an increase in entitlement from 2.0 to 2.08 Goldcorp shares per warrant.

On February 10, 2005, at a special meeting, Goldcorp shareholders approved the issuance of additional Goldcorp common shares to effect the acquisition of Wheaton. As of February 14, 2005, the effective date of acquisition, approximately 70% of the outstanding Wheaton common shares were tendered to Goldcorp's offer, satisfying the minimum two-thirds bid requirement under the terms of the Goldcorp offer. With conditions met, the special $0.50 per share cash dividend, totalling approximately $95 million, was paid on February 28, 2005.

As of March 31, 2005, Goldcorp held approximately 82% of the outstanding Wheaton common shares and by April 15, 2005, 100% had been acquired. In addition, each Wheaton warrant or stock option, which gave the holder the right to acquire common shares of Wheaton, was exchanged for a warrant or stock option of Goldcorp, giving the holder the right to acquire common shares of Goldcorp on the same basis as the exchange of Wheaton common shares for Goldcorp common shares.

This business combination has been accounted for as a purchase transaction, with Goldcorp being identified as the acquirer and Wheaton as the acquiree in accordance with CICA Handbook Section 1581 "Business Combinations". These consolidated financial statements include 82% of Wheaton's operating results for the period February 15 to April 15, 2005, and 100% of the results thereafter.



The preliminary allocation of the purchase price of the shares of
Wheaton is summarized in the following table and is subject to
adjustment:

Purchase price

Common shares of Goldcorp issued to acquire 100%
of Wheaton (143.8 million shares) $ 1,887,421
Share purchase warrants of Goldcorp in exchange
for those of Wheaton (174.8 million warrants) 290,839
Stock options of Goldcorp in exchange for those
of Wheaton (4.9 million options) 30,794
Acquisition costs 25,969
--------------------------------------------------------------------
$ 2,235,023
--------------------------------------------------------------------
--------------------------------------------------------------------
Net assets acquired:
Cash and cash equivalents $ 168,663
Marketable securities 4,348
Other non-cash operating working capital (7,753)
Mining interests 2,396,671
Silver contract 77,489
Stockpiled ore, non-current 55,286
Other long-term assets 3,767
Other liabilities (10,248)
Future income taxes, net (540,570)
Reclamation and closure costs obligations (20,613)
Future employee benefits and other (86,424)
Non-controlling interest in Silver
Wheaton (35%) (note 11) (54,908)
--------------------------------------------------------------------

Net identifiable assets 1,985,708

Residual purchase price allocated to goodwill 249,315
--------------------------------------------------------------------
$ 2,235,023
--------------------------------------------------------------------
--------------------------------------------------------------------


A total of 143.8 million Goldcorp shares were issued to acquire a 100% interest in the shares of Wheaton at a price of $13.13 per share. This issue price is the five-day average share price of Goldcorp common shares at February 8, 2005, reduced by the amount of the special dividend.

For the purposes of these consolidated financial statements, the purchase consideration has been allocated on a preliminary basis to the fair value of assets acquired and liabilities assumed, with goodwill assigned to specific reporting units, based on management's best estimates and taking into account all available information at the time of acquisition as well as applicable information at the time these consolidated financial statements were prepared. Goldcorp will continue to review information and perform further analysis with respect to these assets, including an independent valuation, prior to finalizing the allocation of the purchase price. This process will be performed in accordance with the recent accounting pronouncement relating to "Mining Assets - Impairment and Business Combination" (Emerging Issue Committee Abstract 152). Although the results of this review are presently unknown, it is anticipated that it may result in a change to the amount assigned to goodwill and a change to the value attributable to tangible assets.

4. ACQUISITION

On March 31, 2005, Goldcorp completed the acquisition of the Bermejal gold deposit in Mexico for cash consideration of US$70 million from a joint venture of Industrias Penoles SA de CV and Newmont Mining Corporation. The Bermejal gold deposit is located two kilometres south of Goldcorp's Los Filos gold deposit, where a feasibility study has recently been completed. The Company plans to develop the two deposits as a single project, the Los Filos/Bermejal project, and a detailed engineering study of the combined project is being completed.

5. SILVER CONTRACT

Silver Wheaton has an agreement to purchase all of the silver produced by Lundin Mining Corporation's Zinkgruvan mine in Sweden for a per ounce cash payment of the lesser of $3.90 and the prevailing market price, subject to adjustment. The carrying value of the silver contract at September 30, 2005 is $75,241,000 which is being amortized on a unit-of-sale basis.

6. CORPORATE TRANSACTION COSTS

Certain costs associated with the restructuring of Goldcorp's Toronto office, following the acquisition of Wheaton, including severance and restructuring of insurance policies, may not be capitalized as acquisition costs under current accounting standards. These costs have been expensed in the amount of $153,000 for the three months ended September 30, 2005 (nine months ended September 30, 2005 - $3,592,000).



7. INVENTORIES AND STOCKPILED ORE

September 30 December 31
2005 2004
--------------------------------------------------------------------
Supplies $ 20,405 $ 4,146
Finished goods 19,314 644
Work in process 25,560 10,539
Stockpiled ore 56,374 -
--------------------------------------------------------------------
121,653 15,329
--------------------------------------------------------------------

Less: non-current stockpiled ore 50,961 -
--------------------------------------------------------------------
$ 70,692 $ 15,329
--------------------------------------------------------------------
--------------------------------------------------------------------

Non-current stockpiled ore is comprised of lower grade ore at
Alumbrera, which will be processed later in the mine life.

8. MINING INTERESTS

September 30, 2005
--------------------------------------------------------------------
Accumulated
Depreciation
Cost and Depletion Net
--------------------------------------------------------------------
Mineral properties
Red Lake mine, Canada $ 271,582 $ (100,796) $ 170,786
Alumbrera mine, Argentina 399,257 (22,570) 376,687
Luismin mines, Mexico 577,410 (10,359) 567,051
Peak mine, Australia 165,443 (3,713) 161,730
Wharf mine, United States 52,183 (44,101) 8,082
--------------------------------------------------------------------

1,465,875 (181,539) 1,284,336
--------------------------------------------------------------------

Plant and equipment
Red Lake mine, Canada 165,461 (58,020) 107,441
Alumbrera mine, Argentina 208,853 (10,510) 198,343
Luismin mines, Mexico 55,148 (2,075) 53,073
Peak mine, Australia 23,063 (1,928) 21,135
Wharf mine, United States 50,964 (50,655) 309
Corporate and other, Canada 16,670 (12,725) 3,945
--------------------------------------------------------------------

520,159 (135,913) 384,246
--------------------------------------------------------------------

Properties under development
Los Filos/Bermejal project,
Mexico 292,572 - 292,572
Amapari project, Brazil 718,637 - 718,637
--------------------------------------------------------------------

1,011,209 - 1,011,209
--------------------------------------------------------------------

Exploration projects
El Limon and other
projects, Mexico 166,173 - 166,173
--------------------------------------------------------------------

$ 3,163,416 $ (317,452) $2,845,964
--------------------------------------------------------------------
--------------------------------------------------------------------

December 31, 2004
--------------------------------------------------------------------
Accumulated
Depreciation
Cost and Depletion Net
--------------------------------------------------------------------
Mineral properties
Red Lake mine, Canada $ 234,565 $ (90,080) $ 144,485
Alumbrera mine, Argentina - - -
Luismin mines, Mexico - - -
Peak mine, Australia - - -
Wharf mine, United States 48,985 (40,764) 8,221
--------------------------------------------------------------------

283,550 (130,844) 152,706
--------------------------------------------------------------------

Plant and equipment
Red Lake mine, Canada 160,567 (52,339) 108,228
Alumbrera mine, Argentina - - -
Luismin mines, Mexico - - -
Peak mine, Australia - - -
Wharf mine, United States 50,915 (50,280) 635
Corporate and other, Canada 16,345 (12,965) 3,380
--------------------------------------------------------------------

227,827 (115,584) 112,243
--------------------------------------------------------------------

Properties under development
Los Filos/Bermejal project,
Mexico - - -
Amapari project, Brazil - - -
--------------------------------------------------------------------

--------------------------------------------------------------------

Exploration projects
El Limon and other projects,
Mexico
--------------------------------------------------------------------

$ 511,377 $ (246,428) $ 264,949
--------------------------------------------------------------------
--------------------------------------------------------------------


9. BANK CREDIT FACILITIES

(a) The Company has an Aus$5,000,000 ($3,821,000), unsecured, revolving working capital facility for its Peak mine operations of which $nil was drawn down at September 30, 2005. The loan bears interest related to the Australian Treasury Bill rate plus 1.5% per annum.

(b) During 2005, the Company cancelled a $300 million acquisition facility and a $75 million revolving working capital facility, both of which were undrawn.

(c) On July 29, 2005, Goldcorp entered into a $500 million revolving credit facility with a syndicate of five lenders. The facility is unsecured and available to finance acquisitions and for general corporate purposes. Amounts drawn 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 $250 million. Undrawn amounts are subject to a 0.15% to 0.25% per annum commitment fee dependent on the Company's leverage ratio. All amounts drawn are required to be refinanced or repaid by July 29, 2010. The facility is currently undrawn.



10. FUTURE EMPLOYEE BENEFITS AND OTHER

September 30 December 31
2005 2004
--------------------------------------------------------------------
Deferred employee profit sharing $ 85,248 $ -
Other 5,020 -
--------------------------------------------------------------------

$ 90,268 $ -
--------------------------------------------------------------------
--------------------------------------------------------------------


Deferred employee profit sharing

Under Mexican tax laws, the Company is required to remit 10% of taxable income to employees as statutory profit sharing. The provision for deferred profit sharing is based on the liability method. Deferred profit sharing liabilities arise from the recognition of the differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities.

11. NON-CONTROLLING INTERESTS

During the quarter ended March 31, 2005, Goldcorp acquired an 82% interest in Wheaton (note 3) which resulted in an 18% non-controlling interest of $141,850,000. During the period February 15 to April 15, 2005, the non-controlling interest's share of Wheaton's net earnings was $3,548,000. Goldcorp acquired the 18% non-controlling interest's share of Wheaton on April 15, 2005.

A further non-controlling interest arose as a result of the Wheaton acquisition with respect to Wheaton's 65% ownership of its subsidiary, Silver Wheaton. The details of this non-controlling interest are as follows:



At January 1, 2005 $ -
Arising upon acquisition of Wheaton 54,908
Issuance of shares of Silver Wheaton to
non-controlling interests 694
Share of net earnings of Silver Wheaton 6,127
----------------------------------------------------------

At September 30, 2005 $ 61,729
----------------------------------------------------------
----------------------------------------------------------


12. SHAREHOLDERS' EQUITY

September 30 December 31
2005 2004
--------------------------------------------------------------------
Common shares $ 2,296,860 $ 363,246
Share purchase warrants (a) 295,088 16,110
Stock options (b) 41,898 7,347
--------------------------------------------------------------------
$ 2,633,846 $ 386,703
--------------------------------------------------------------------
--------------------------------------------------------------------


At September 30, 2005, the Company had 337,887,000 common shares outstanding (December 31, 2004 - 189,980,000). Refer to the Consolidated Statements of Shareholders' Equity for movement in capital stock.

(a) Share Purchase Warrants

The payment of a special dividend (note 3) during February 2005 resulted in an adjustment to the exchange ratio of Goldcorp's warrants outstanding prior to the acquisition of Wheaton - an increase in entitlement from 2.0 to 2.08 Goldcorp shares per warrant. Upon completion of the Wheaton transaction on April 15, 2005, Goldcorp issued 174.8 million Series A, B and C share purchase warrants to the former Wheaton share purchase warrant holders. Each share purchase warrant is exercisable for 0.25 Goldcorp common shares at prices ranging from C$1.65 to C$3.10 (or C$6.60 to C$12.40 for four share purchase warrants which are exchangeable for one Goldcorp common share), with expiry dates ranging from 2007 to 2008.



The following table summarizes information about the share purchase
warrants outstanding at September 30, 2005:
Common
Shares
to be Effec-
Received tive
(in thousands upon Price
of warrants Warrants Exercise Exchange Exercise Per Expiry
and shares) Outstanding Price Ratio of Warrants Share Date
--------------------------------------------------------------------

US dollar
Warrants 3,991 $25.00 2.08 8,302 $12.02 April
30,
2007
--------------------------------------------------------------------
--------------------------------------------------------------------

Canadian dollar
Warrants
Series A and C 102,825 C$1.65 0.25 25,706 C$6.60 May 30,
2007
Series B 64,133 3.10 0.25 16,033 12.40 August
25,
2008
Share purchase
warrants 3,000 20.00 2.08 6,240 9.62 May 13,
2009
--------------------------------------------------------------------
47,979 C$8.93
--------------------------------------------------------------------
--------------------------------------------------------------------


(b) Stock Options

On May 15, 2005, shareholders approved the Company's 2005 Stock Option Plan which allows for up to 12.5 million stock options, with a maximum exercise period of ten years, to be granted to employees, officers and consultants.

The Company recognizes a compensation expense for all stock options awarded since January 1, 2003, based on the fair value of the options on the date of grant which is determined by using an option pricing model with the following assumptions: risk-free interest rate of 3% (2004 - 4%); dividend yield of 1% (2004 - 1%); volatility factor of the expected market price of the Company's common stock of 30% (2004 - 42%); and a weighted average expected life of the options of fours years (2004 - five years). The fair value of the options is expensed over the vesting period of the options. No compensation expense had been recorded for stock options issued before January 1, 2003. As a result of the acquisition of Wheaton, all Goldcorp stock options which existed at December 31, 2004 became fully vested during the first quarter of 2005 and were expensed in the amount of $5,320,000. On April 15, 2005, as a result of the Wheaton acquisition, Wheaton stock options with a fair value of $30,794,000 were converted to 4.9 million Goldcorp stock options, all of which are fully vested and are exercisable at prices ranging from C$2.28 to C$15.68, with expiry dates ranging from 2006 to 2010.

In addition, on June 29, 2005, the Company granted 5,000,000 stock options which vest over a period of three years, are exercisable at C$19.23 per option and have a total fair value of $19,855,000. Compensation expense of $2,856,000 has been recognized in the third quarter and the remainder will be recognized as the stock options vest.



Weighted
Average
(in thousands, except per option amounts) Outstanding Exercise Price
--------------------------------------------------------------------

At January 1, 2004 6,012 C$12.68
Granted 1,335 16.89
Exercised (706) (6.64)
Cancelled (497) (16.47)
--------------------------------------------------------------------

At December 31, 2004 6,144 13.98

Issued in connection with acquisition
of Wheaton 4,917 9.52
Granted 5,000 19.23
Exercised (2,153) (9.83)
Cancelled (24) (17.01)
--------------------------------------------------------------------

At September 30, 2005 13,884 C$14.93
--------------------------------------------------------------------
--------------------------------------------------------------------

The following table summarizes information about the options
outstanding at September 30, 2005:

Options Outstanding
-------------------------------------------
Weighted
Average
Options Weighted Remaining
Outstanding Average Contractual
Exercise Prices (C$) (000's) Exercise Price Life (years)
--------------------------------------------------------------------
$2.05 - $3.90 475 C$3.01 2.9
$4.40 - $8.48 1,516 6.10 2.4
$11.40 - $13.30 3,861 12.56 4.9
$14.80 - $16.87 1,354 16.53 8.0
$17.15 - $19.46 6,665 18.83 9.3
$23.80 13 23.80 8.2
--------------------------------------------------------------------
13,884 C$14.93 7.8
--------------------------------------------------------------------
--------------------------------------------------------------------

Options Exercisable
-------------------------------------------
Options Weighted
Outstanding Average
and Weighted Remaining
Exercisable Average Contractual
Exercise Prices (C$) (000's) Exercise Price Life (years)
--------------------------------------------------------------------
$2.05 - $3.90 475 C$3.01 2.9
$4.40 - $8.48 1,516 6.10 2.4
$11.40 - $13.30 3,861 12.56 4.9
$14.80 - $16.87 1,354 16.53 8.0
$17.15 - $19.46 2,198 18.01 8.4
$23.80 13 23.80 8.2
--------------------------------------------------------------------
9,417 C$12.90 6.8
--------------------------------------------------------------------
--------------------------------------------------------------------


(c) Restricted Share Units

On May 15, 2005, shareholders approved the Company's Restricted Share Unit Plan which allows for up to 500,000 restricted share units to be granted to employees, directors and consultants.

On June 29, 2005, the Company issued 31,500 restricted share units to the non-executive Directors of the Company, which vest over a period of two years from the grant date. The Company will record compensation expense totalling $495,000 over the two year vesting period. Compensation expense of $227,000 has been recognized in the third quarter and the remainder will be recognized as the restricted share units vest.

(d) Diluted Earnings per Share



The following table sets forth the computation of diluted earnings
per share:


Three Months Ended Nine Months Ended
September 30 September 30
2005 2004 2005 2004
--------------------------------------------------------------------
Earnings available to common
shareholders $ 56,521 $ 9,854 $ 184,040 $ 36,380
--------------------------------------------------------------------
--------------------------------------------------------------------
Weighted average shares
outstanding 336,651 189,799 305,944 189,640
Effect of dilutive securities:
Stock options 4,048 1,033 2,897 1,139
Warrants 34,121 2,236 30,182 2,544
Restricted share units 21 - 21 -
--------------------------------------------------------------------

Adjusted weighted average
shares and assumed
conversions 374,841 193,068 339,044 193,323
--------------------------------------------------------------------
--------------------------------------------------------------------

Earnings per share
Basic $ 0.17 $ 0.05 $ 0.60 $ 0.19
Diluted $ 0.15 $ 0.05 $ 0.54 $ 0.19

The following lists the stock options and warrants excluded from the
computation of diluted earnings per share because the exercise prices
exceeded the average fair market value of the common shares for the
period:

Three Months Ended Nine Months Ended
September 30 September 30
2005 2004 2005 2004
--------------------------------------------------------------------

Stock options 13 1,832 5,118 1,843
Warrants - 8,000 - -

(e) Pro forma Earnings

The following is the Company's pro forma earnings with the fair value
method applied to all options issued since January 1, 2002 (the
Black-Scholes option pricing model assumptions used are consistent
with those described in Note 8 (d) to the 2004 audited consolidated
financial statements):


Three Months Ended Nine Months Ended
September 30 September 30
2005 2004 2005 2004
--------------------------------------------------------------------
Net earnings $ 56,521 $ 9,854 $ 184,040 $ 36,380
Net additional compensation
expense related to fair
value of stock options - (336) (320) (1,120)
--------------------------------------------------------------------

Pro forma earnings $ 56,521 $ 9,518 $ 183,720 $ 35,260
--------------------------------------------------------------------
--------------------------------------------------------------------

Pro forma earnings
per share
Basic $ 0.17 $ 0.05 $ 0.60 $ 0.19
Diluted $ 0.15 $ 0.05 $ 0.54 $ 0.18


13. SUPPLEMENTAL CASH FLOW INFORMATION

Three Months Ended Nine Months Ended
September 30 September 30
2005 2004 2005 2004
--------------------------------------------------------------------

Change in non-cash
operating working
capital
Gold bullion $ - $ (7,901) $ 33,895 $ (21,331)
Accounts receivable (10,512) (5,366) (7,959) (140)
Income and mining
taxes receivable - - 12,269 -
Inventories and
stockpiled ore (6,943) 4,320 (12,511) 7,041
Accounts payable
and accrued
liabilities 919 2,502 (7,485) (4,049)
Income and mining
taxes payable 14,793 4,726 21,294 (25,557)
Other 226 492 2,513 413
--------------------------------------------------------------------

$ (1,517) $ (1,227) $ 42,016 $ (43,623)
--------------------------------------------------------------------
--------------------------------------------------------------------

Non-cash financing
and investing
activities

Shares issued on
acquisition of
Wheaton $ - $ - $ 1,887,421 $ -
Warrants issued in
exchange for those
of Wheaton - - 290,839 -
Options issued in
exchange for those
of Wheaton - - 30,794 -

Operating activities
included the
following cash
payments

Interest paid $ - $ - $ - $ -
Income taxes paid 15,529 2,666 73,934 39,493


14. SEGMENTED INFORMATION

The Company's reportable operating segments are summarized in the
table below.

Three Months Ended September 30, 2005
Red Lake Alumbrera Luismin Amapari Peak
--------------------------------------------------------------------
Revenues $ 65,448 $ 81,479 $ 24,300 $ - $ 11,536
Depreciation
and depletion 7,252 14,225 4,968 - 2,486
Earnings from
operations 36,935 36,002 3,503 - 1,927
Expenditures
for mining
interests 14,271 1,053 35,775 17,948 7,556


Silver
Wharf Wheaton Corporate Total
--------------------------------------------------------------------
Revenues $ 7,002 $ 18,107 $ (4,203) $ 203,669
Depreciation and
depletion 1,496 1,641 (2,611) 29,457
Earnings from
operations 537 6,088 1,985 86,977
Expenditures for
mining interests 1,247 - 35 77,885


Nine Months Ended September 30, 2005
Red Lake Alumbrera Luismin Amapari Peak
--------------------------------------------------------------------
(note 1) (note 1) (note 1) (note 1)
Revenues $ 298,374 $ 168,275 $ 63,687 $ - $ 31,890
Depreciation
and depletion 26,993 33,080 12,581 - 5,823
Earnings
(loss) from
operations 205,255 71,339 10,231 - 5,773
Expenditures
for mining
interests 43,455 3,118 72,228 56,878 15,450
Total assets 284,902 710,691 1,187,138 731,921 202,879


Silver
Wharf Wheaton Corporate Total
--------------------------------------------------------------------
(note 1) (note 1)
Revenues $ 28,954 $ 48,227 $ (11,283) $ 628,124
Depreciation and
depletion 6,167 4,276 (1,571) 87,349
Earnings (loss) from
operations 3,190 16,542 (9,247) 303,083
Expenditures for
mining 3,248 - 129 194,506
Total assets 47,130 296,895 377,669 3,839,225

(1) Includes results for the period subsequent to February 14, 2005,
the date of acquisition of Wheaton.

Three Months Ended September 30, 2004
Red Lake Wharf Corporate Total
--------------------------------------------------------------------
Revenues $ 41,372 $ 5,763 $ 3,234 $ 50,369
Depreciation and depletion 3,365 1,370 241 4,976
Earnings (loss) from
operations 26,542 1,545 (5,248) 22,839
Expenditures for mining
interests 12,528 1,426 128 14,082


Nine Months Ended September 30, 2004
Red Lake Wharf Corporate Total
--------------------------------------------------------------------
Revenues $ 110,325 $ 19,294 $ 9,525 $ 139,144
Depreciation and depletion 8,759 4,528 508 13,795
Earnings (loss) from
operations 74,951 3,092 (12,440) 65,603
Expenditures for mining
interests 38,382 4,921 203 43,506
Total assets
(December 31, 2004) 280,289 32,037 389,192 701,518

The geographical distribution of the above segments is as follows:
- Canada - Red Lake and Corporate
- Argentina - Alumbrera
- Mexico - Luismin (includes Luismin mines, Los Filos/Bermejal
project, El Limon and other projects)
- Australia - Peak
- United States - Wharf
- Cayman Islands - Silver Wheaton


15. COMMITMENTS AND CONTINGENCIES

(a) Commitments exist for capital expenditures of approximately $101 million.

(b) In early May 2005, the Corporation was served with Statements of Claim with respect to a class action against, among others, the Corporation and certain of its directors. The plaintiffs are seeking an unspecified amount of damages as a result of stock options granted in September 2004. The claims allege that the defendants acted on material non-public information at the time of the option grants. The Corporation believes that the allegations are unfounded and intends to vigorously defend these claims.

16. RELATED PARTY TRANSACTION

During the nine months ended September 30, 2005, Goldcorp sold its holdings in three marketable securities to a company owned by Robert McEwen, the former Chairman and CEO of Goldcorp. These were non-brokered transactions which were executed at market value based on the average of the TSX closing price for the ten trading days prior to the sale agreements, resulting in gains totalling approximately $4 million. During the third quarter, the Company sold its share ownership of Lexam Explorations Inc. to a company owned by Mr. McEwen for proceeds of $0.3 million.

17. SUBSEQUENT EVENT

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 $9.2 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 $1.35 billion. 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 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 of over $400 million, $500 million from its existing revolving credit facilities, and new committed credit facilities of $700 million. The new $700 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 $350 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.



HEAD OFFICE
Waterfront Centre
Suite 1560 - 200 Burrard Street
Vancouver, BC V6C 3L6
Canada
Telephone: (604) 696-3000
Fax: (604) 696-3001
Website: goldcorp.com

TORONTO OFFICE
Suite 2700 - 145 King Street West
Toronto, ON M5H 1J8
Canada
Telephone: (416) 865-0326
Fax: (416) 361-5741

AUSTRALIA OFFICE
Suite 1002, Level 10
Gold Fields House
1 Alfred Street
Sydney, NSW
Australia 2000
Telephone: 61 (2) 9252-1220
Fax: 61 (2) 9252-1221

MEXICO OFFICE
Luismin SA de CV
Arquimedes #130 - 8th Floor, Polanco
11560 Mexico, DF Mexico
Telephone: 52 (55) 9138-4000
Fax: 52 (55) 5280-7636

INVESTOR RELATIONS
Julia Hasiwar
Director, Investor Relations
Toll free: (800) 567-6223
Email: info@goldcorp.com

DIRECTORS
David Beatty
Lawrence Bell
John Bell
Douglas Holtby, Non-Executive Chairman
Brian Jones
Antonio Madero
Donald Quick
Michael Stein
Ian Telfer

EXECUTIVE OFFICERS
Ian Telfer
President & Chief Executive Officer
Russell Barwick
Executive Vice-President & Chief Operating Officer
Peter Barnes
Executive Vice-President & Chief Financial Officer
Eduardo Luna
Executive Vice-President & President Luismin SA de CV

STOCK EXCHANGE LISTING
Toronto Stock Exchange: G
New York Stock Exchange: GG

TRANSFER AGENT
CIBC Mellon Trust Company
Suite 1600
1066 West Hastings Street
Vancouver, BC V6E 3X1
Canada
Toll free in Canada and the US: (800) 387-0825
Outside of Canada and the US: (416) 643-5500
Email: inquiries@cibcmellon.com

AUDITORS
Deloitte & Touche LLP
Vancouver, BC



Contact Information