FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of May 2006

Goldcorp Inc.
(Translation of registrant’s name into English)

Suite 1560, 200 Burrard Street
Vancouver, British Columbia V6C 3L6 Canada
(Address of principal executive offices)

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

Form 20-F o           Form 40-F þ

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

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

Yes o           No þ

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

 

 

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Three Months Ended March 31, 2006

This Management’s Discussion and Analysis should be read in conjunction with Goldcorp’s unaudited interim consolidated financial statements for the three months ended March 31, 2006 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. Goldcorp’s accounting policies are consistent with United States generally accepted accounting principles in all material respects except as outlined in note 13 to the unaudited interim consolidated financial statements. In addition, the following should be read in conjunction with the 2005 audited consolidated financial statements, the related annual Management’s Discussion and Analysis, and the Annual Information Form/40-F on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities. All figures are in United States dollars (tabular amounts are in thousands) unless otherwise noted. This Management’s Discussion and Analysis has been prepared as of May 12, 2006.

FIRST QUARTER HIGHLIGHTS

	•		Net earnings tripled to $92.4 million ($0.27 per share), compared with $29.5 million ($0.12 per share) in 2005.
	•		Gold production increased to 295,100 ounces, compared with 275,400 ounces in 2005.
	•		Gold sales were 288,400 ounces, compared with 217,500 ounces in 2005.
	•		Total cash costs were minus $88 per ounce (net of by-product copper and silver credits) (2005 – positive $94) (1) .
	•		On March 31, 2006, Goldcorp completed the acquisition of Virginia Gold Mines and its Éléonore gold project in Quebec, Canada.
	•		Dividends paid during the quarter of $15.3 million.
	•		On May 12, 2006, Goldcorp closed on the agreement with Barrick Gold Corporation (“Barrick”) to acquire Placer Dome Inc’s (“Placer Dome’s”) Canadian operations and other assets for cash of approximately $1.6 billion, subject to final adjustments.
	•		On May 9, 2006, Goldcorp warrant holders voted in favor of the early exercise of the warrants. Proceeds are expected to be approximately $480 million assuming all warrants are exercised during the 30-day early exercise period.

(1)

The Company has included a non-GAAP performance measure, total cash cost per gold ounce, throughout this document. The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning, and is a non-GAAP measure. The Company follows the recommendations of the Gold Institute standard. The Company believes that, in addition to conventional measures, prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

goldcorp   |   1

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

OVERVIEW

Goldcorp is a leading gold producer engaged in gold mining and related activities including exploration, extraction, processing and reclamation. The Company’s assets are comprised of the Red Lake Mine, a 37.5% interest in the world-class Alumbrera gold/copper mine in Argentina, the Luismin gold/silver mines in Mexico, the Amapari gold mine in Brazil, 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 gold project in Mexico, and the Éléonore gold project in Canada. Goldcorp also owns a 62% interest in Silver Wheaton Corp (“Silver Wheaton”), a publicly traded silver mining company (see Subsequent Events).

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. Based on the completion of the early exercise of the existing warrants, the Company expects to receive proceeds of approximately $480 million to be used to pay down the debt undertaken on acquisition of Placer assets. In addition, the Company will issue a fraction of a new warrant for each exercised warrant.

Goldcorp’s strategy is to provide its shareholders with superior returns from high quality assets. Goldcorp has a strong and liquid balance sheet, and has not hedged or sold forward any of its future gold production.

Goldcorp is the world’s lowest cost million ounce gold producer. Gold production in 2006 is expected to approximate 2 million ounces on an annualized basis, at a total cash cost of less than $125 per ounce, taking into consideration the acquisition of Placer Dome assets from Barrick. Given the acquisition was completed on May 12, 2006, the pro-rated actual production is estimated to be 1.7 million ounces in 2006.

ACQUISITION OF VIRGINIA GOLD MINES

In December 2005, the Company announced that it had entered into an agreement with Virginia Gold Mines Inc (“Virginia”) to acquire Virginia’s Éléonore gold project in Quebec, Canada pursuant to a plan of arrangement involving Virginia. Under the agreement, shareholders of Virginia received 0.4 of a Goldcorp common share and 0.5 of a share in a new public exploration company (“New Virginia”) for each issued and outstanding Virginia share. On March 31, 2006, Goldcorp completed the acquisition of Virginia and retained the Éléonore gold project. New Virginia holds all other assets of Virginia, including net working capital, cash received prior to closing on the exercise of Virginia options and warrants, its non-Éléonore assets and a sliding scale 2% net smelter return royalty on the Éléonore project. On March 31, 2006, Goldcorp issued 19.3 million common shares, and warrants, pursuant to the transaction valued at total consideration of $406 million.

ACQUISITION OF CERTAIN PLACER DOME MINING ASSETS

On October 30, 2005, Goldcorp entered into an agreement with Barrick to acquire certain of Placer Dome’s Canadian and other mining assets and interests upon Barrick’s successful acquisition of Placer Dome. On March 15, 2006, Barrick acquired 100% of the outstanding shares of Placer Dome for approximately $10.0 billion in shares and cash. On May 12, 2006, Goldcorp completed the agreement with Barrick for cash of approximately $1.6 billion, subject to final adjustments. The acquisition was funded with a $250 million advance payment paid in January 2006 from cash on hand. The remainder was paid upon closing by drawing down on credit facilities in the amount of $1.3 billion. Goldcorp has acquired Placer Dome’s interests in the Campbell (100%), Porcupine (51%) and Musselwhite (68%) gold mines in Canada, and the La Coipa (50%) gold/silver mine in Chile. Goldcorp has also acquired a 40% interest in the Pueblo Viejo gold development project in the Dominican Republic, together with Placer Dome’s interest in its Canadian exploration properties, including the Mount Milligan copper/gold deposit in British Columbia. On April 19, 2006, Goldcorp entered into an agreement with Atlas Cromwell Ltd (“Atlas”) to sell certain of Goldcorp’s recently acquired Canadian exploration interests in exchange for preference

2  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

shares convertible into 240 million common shares of Atlas at a notional price of C$0.50 per share for total notional consideration of C$120 million. These assets include Placer Dome’s former interests in Mt. Milligan, Berg, Toodoggone, Maze and Howard’s Pass. On completion of the transaction, and assuming 100% conversion of the preferred shares of Atlas, Goldcorp would own an 82% equity interest in Atlas on an issued and outstanding basis (76% fully diluted).

Upon Barrick gaining control of Placer Dome on January 19, 2006, Goldcorp initiated its integration plan. The integration process of the Placer Dome mines is well underway which will allow the Company to maximize on synergies and create significant shareholder value.

This business combination will be accounted for as a purchase transaction, with Goldcorp being identified as the acquirer and the Placer Dome operations as the acquiree. The results of operations of the acquired assets will be included in the consolidated financial statements of Goldcorp from the date of acquisition. After consummation of the proposed acquisition of Placer Dome operations and assets, Goldcorp will complete an exercise to value the identifiable assets and liabilities acquired, including any goodwill that may arise in the acquisition.

ACQUISITION OF WHEATON RIVER MINERALS LTD

In December 2004, Goldcorp and Wheaton announced a take-over bid by Goldcorp for Wheaton on the basis of one Goldcorp share for every four Wheaton shares. On February 14, 2005, the minimum two-thirds bid requirement under the terms of the Goldcorp offer was satisfied. With conditions met, a special $0.50 per share cash dividend, totaling approximately $95 million, was paid to existing Goldcorp shareholders. Goldcorp included, with the exception of net earnings, 100% of Wheaton’s operating results from February 14 to April 15, 2005. Net earnings for this period include 82% of Wheaton’s operating results. On April 15, 2005, Goldcorp acquired the remaining 18% of Wheaton. A non-controlling interest was assigned to the 18% interest in Wheaton that Goldcorp did not own from February 14 to April 15, 2005 upon which date this non-controlling interest was eliminated. Total consideration amounted to $2.235 billion, including acquisition costs, satisfied by the issuance of 143.8 million Goldcorp shares.

goldcorp   |   3

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

SUMMARIZED FINANCIAL RESULTS

		March 31								December 31								September 30								June 30
		2006				2005				2005				2004				2005				2004				2005				2004
						(note 1)																				(note 1)
Revenues		$	286,300			$	122,800			$	268,300			$	51,800			$	203,700			$	50,400			$	301,600			$	40,500
Gold produced (ounces)			295,100				275,400				296,200				166,300				283,700				163,800				281,000				138,600
Gold sold (ounces)			288,400				217,500				307,300				113,800				276,700				112,800				543,100				93,600
Average realized gold price (per ounce)		$	560			$	430			$	492			$	432			$	444			$	399			$	432			$	393
Average London spot gold price (per ounce)		$	554			$	427			$	484			$	434			$	440			$	401			$	427			$	393
Earnings from operations		$	143,900			$	53,700			$	116,000			$	20,100			$	87,000			$	22,800			$	162,400			$	16,400
Net earnings		$	92,400			$	29,500			$	101,700			$	14,900			$	56,500			$	9,900			$	98,000			$	9,200
Earnings per share
Basic		$	0.27			$	0.12			$	0.30			$	0.08			$	0.17			$	0.05			$	0.30			$	0.05
Diluted		$	0.24			$	0.11			$	0.27			$	0.08			$	0.15			$	0.05			$	0.28			$	0.05
Cash flow from operating activities		$	74,400			$	80,200			$	136,900			$	22,400			$	84,800			$	22,300			$	163,900			$	11,900
Total cash costs *
(per gold ounce) (note 2)		$	(88	)		$	94			$	(73	)		$	127			$	9			$	121			$	52			$	116
Dividends paid		$	15,300			$	105,300			$	15,300			$	8,500			$	15,200			$	8,500			$	15,200			$	8,500
Cash and cash equivalents		$	169,600			$	339,000			$	562,200			$	333,400			$	420,900			$	315,600			$	420,800			$	302,900
Total assets		$	5,054,900			$	3,309,200			$	4,066,000			$	701,500			$	3,839,200			$	648,900			$	3,756,000			$	608,500

Review of Financial Results:

Goldcorp was transformed during February, 2005 by the acquisition of Wheaton, which resulted in a substantial increase in revenues, gold production and sales, earnings, cash flows and assets. Also effective April 1, 2005, the Company discontinued its previous practice of holding back from sale approximately one-third of mine production. The first quarter 2006 financial results increased significantly compared to the corresponding period from the prior year as a result of a full three months of operating results from the Wheaton operations, combined with the sale of all production at higher realized metal prices.

4  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

RESULTS OF OPERATIONS

														Three Months Ended March 31, 2006
																														Corporate
																										Silver				and
		Red Lake				Alumbrera				Luismin				Peak				Amapari				Wharf				Wheaton				Eliminations				Total
						(note 2)				(note 3)				(note 4)
Revenues		$	67,400			$	125,000			$	34,200			$	22,600			$	12,600			$	7,300			$	25,700			$	(8,500	)		$	286,300
Gold produced (ounces)			121,300				62,300				47,800				33,400				20,400				9,900				—				—				295,100
Gold sold (ounces)			120,700				51,500				46,500				35,300				22,600				11,800				—				—				288,400
Average realized gold price (per ounce)		$	557			$	577			$	554			$	558			$	556			$	559			$	—			$	—			$	560
Earnings (loss) from operations		$	44,400			$	78,400			$	9,000			$	7,100			$	(3,000	)		$	1,900			$	11,300			$	(5,200	)		$	143,900
Total cash costs (per ounce)		$	130			$	(1,310	)		$	117			$	192			$	464			$	315			$	—			$	—			$	(88	)

		Three Months Ended March 31, 2005
																														Corporate
																										Silver				and
		Red Lake				Alumbrera				Luismin				Peak				Amapari				Wharf				Wheaton				Eliminations				Total
						(notes 1,2)				(notes 1,3)				(note 4)												(note 1)				(note 1)
Revenues		$	56,000			$	21,200			$	13,800			$	8,000			$	—			$	14,900			$	10,900			$	(2,000	)		$	122,800
Gold produced (ounces)			198,500				23,700				20,400				15,100				—				17,700				—				—				275,400
Gold sold (ounces)			127,400				15,200				23,300				17,300				—				34,300				—				—				217,500
Average realized gold price (per ounce)		$	429			$	452			$	430			$	423			$	—			$	431			$	—			$	—			$	430
Earnings (loss) from operations		$	39,200			$	9,000			$	3,400			$	1,700			$	—			$	2,000			$	3,900			$	(5,500	)		$	53,700
Total cash costs (per ounce)		$	81			$	(397	)		$	80			$	272			$	—			$	282			$	—			$	—			$	94

goldcorp   |   5

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

OPERATIONAL REVIEW

Red Lake Mine

		Three Months Ended
		Mar 31				Dec 31				Sep 30				June 30				Mar 31
Operating Data		2006				2005				2005				2005				2005
Tonnes of ore milled			63,400				56,900				58,500				60,600				59,400
Average mill head grade (grams/tonne)			59				72				74				79				104
Average recovery rate			97	%			97	%			97	%			97	%			97	%
Gold produced (ounces)			121,300				121,400				153,700				142,800				198,500
Gold sold (ounces)			120,700				130,400				147,900				408,500				127,400
Average realized gold price (per ounce)		$	557			$	489			$	440			$	433			$	429
Total cash costs (per ounce)		$	130			$	126			$	110			$	81			$	81
Financial Data
Revenues		$	67,400			$	63,700			$	65,400			$	176,900			$	56,000
Earnings from operations		$	44,400			$	37,700			$	36,900			$	129,100			$	39,200

The Red Lake mine produced 121,300 ounces of gold, compared with 198,500 ounces for the corresponding period last year. The reduced production relates to lower ore grades and re-alignment of the mining plan and sequence. This was done in order to allow the significant new development at depth in support of the shaft and to accommodate the integration of the Red Lake and Campbell operations. The average mill feed grade was 59 grams/tonne compared to an unusually high 104 grams/tonne in 2005. Recoveries were steady at 97%. The Canadian dollar was approximately 2% stronger relative to the United States dollar, compared to the fourth quarter of 2005, which negatively impacted the total cash costs per ounce. All these factors resulted in cash costs of $130 per gold ounce in the first quarter of 2006, compared to $81 per gold ounce in the first quarter of 2005. 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.

The expansion project progressed well during the quarter as development work required to connect the new shaft to the existing mine moved ahead. The sinking of the shaft was steady and was made deepened by 155 meters in the first quarter, bringing the depth to 1,563 meters as at March 31, 2006. The expanded mill will be ready for operation in mid-2007 and the expansion project is on track for completion in late 2007.

Planning continues at the Red Lake Mine to integrate the Campbell Mine acquired from Placer Dome. Various activities have taken place during the first quarter, including developing potential synergies, reviewing the organizational structure, establishing a new senior management team, initiating strategic business planning, and advancing underground development. Development is being driven from each mine to establish a connection between the two mines at the 34-36 level early in the third quarter.

6  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

Alumbrera Mine (Goldcorp interest – 37.5%)

		Three Months Ended
		Mar 31				Dec 31				Sep 30				June 30				Mar 31					Mar 31
Operating Data		2006				2005				2005				2005				2005					2005
																							(six weeks)
																							(note 1)
Tonnes of ore mined			2,366,600				3,308,900				2,527,400				3,442,900				3,235,300					1,725,600
Tonnes of waste removed			8,059,500				7,667,800				8,188,600				7,535,900				7,190,200					3,540,800
Ratio of waste to ore			3.4				2.3				3.2				2.2				2.2					2.1
Tonnes of ore milled			3,308,600				3,591,800				3,255,900				3,450,000				3,430,200					1,735,800
Average mill head grade – Gold (grams/tonne)			0.76				0.77				0.60				0.58				0.56					0.55
– Copper (%)			0.63	%			0.65	%			0.57	%			0.56	%			0.49	%				0.46	%
Average recovery rate – Gold (%)			77	%			79	%			77	%			77	%			77	%				78	%
– Copper (%)			89	%			91	%			89	%			91	%			90	%				89	%
Gold produced (ounces)			62,300				71,900				48,100				48,900				47,600					23,700
Copper produced (thousands of pounds)			40,800				46,800				36,300				39,000				32,800					17,200
Gold sold (ounces)			51,500				69,200				48,200				47,700				50,200					15,200
Copper sold (thousands of pounds)			33,500				49,500				38,600				33,900				30,000					10,000
Average realized price – Gold (per ounce) (note 3)		$	577			$	498			$	452			$	422			$	417				$	452
– Copper (per pound) (note 3)		$	3.25			$	2.28			$	1.85			$	1.59			$	1.62				$	1.62
Total cash costs (per ounce) (note 2)		$	(1,310	)		$	(871	)		$	(594	)		$	(442	)		$	(389	)			$	(397	)
Financial Data
Revenues		$	125,000			$	130,900			$	81,500			$	65,600			$	61,200				$	21,200
Earnings from operations		$	78,400			$	63,100			$	36,000			$	26,300			$	32,600				$	9,000

During the first quarter, the stripping ratio increased to 3.4 from an average of 2.3 in the fourth quarter of 2005, in line with the planned mining sequence. It is expected to average 3.0 in 2006. Mill throughput for the quarter, which included approximately 2.8 million tonnes of stockpiled ore, was lower due to a planned shutdown that was delayed into the first quarter of 2006.

Total cash costs decreased in the first quarter to minus $1,310 per ounce of gold, net of by-product copper credits, compared to minus $389 per ounce during the same period last year. This decrease in total cash costs resulted primarily from a 100% improvement in the copper price to an average of $3.25 per pound.

Production in the first quarter was 62,300 ounces of gold and 40.8 million pounds of copper and sales were 51,500 ounces of gold and 33.5 million pounds of copper. The difference between production and sales is due to normal timing differences in shipments and delays in the transfer of title which is a requirement for revenue recognition.

The 8% production expansion of the concentrator to a 40 million tonne per annum milling capacity (Goldcorp’s share 15 million tonnes) continues on schedule. The expansion involves the installation and commissioning of an additional 6.7 MW ball mill and ancillary equipment. The capital cost of the concentrator expansion is estimated at $16 million (Goldcorp’s share – $6 million) with commissioning still on target for the end of 2006.

Open pit production for the first quarter was 8% above expectations due to waste dump design changes and haul distance optimization for the haul truck fleet.

Delineation drilling continues within the pit area providing further encouragement that the pit life may be extended marginally in conjunction with the use of slightly higher metal prices.

goldcorp   |   7

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

Luismin Mines

		Mar 31				Dec 31				Sep 30				June 30				Mar 31					Mar 31
Operating Data		2006				2005				2005				2005				2005					2005
																							(six weeks)
		(note 2)				(note 2)				(note 2)				(note 2)				(note 1)					(note 1)
Tonnes of ore milled			255,800				250,600				244,100				218,700				199,000					100,800
Average mill head grade – Gold (grams/tonne)			6.18				5.57				5.55				6.23				6.59					6.58
– Silver (grams/tonne)			348				298				332				362				394					328
Average recovery rate – Gold (%)			94	%			94	%			94	%			95	%			95	%				96	%
– Silver (%)			87	%			88	%			88	%			91	%			88	%				90	%
Gold produced (ounces)			47,800				42,100				41,000				41,800				40,000					20,400
Silver produced (ounces)			2,191,900				1,855,700				2,005,700				1,974,400				1,894,000					961,500
Gold sold (ounces)			46,500				42,200				39,100				44,000				38,300					23,300
Silver sold (ounces)			2,167,900				1,812,300				2,003,800				1,976,400				1,974,000					1,314,800
Average realized price – Gold (per ounce)		$	554			$	486			$	440			$	427			$	428				$	430
– Silver (per ounce)		$	3.90			$	3.90			$	3.90			$	3.90			$	3.90				$	3.90
Total cash costs per ounce (note 2)		$	117			$	145			$	118			$	115			$	86				$	80
Financial Data
Revenues		$	34,200			$	27,000			$	24,300			$	25,600			$	22,900				$	13,800
Earnings from operations		$	9,000			$	6,700			$	4,500			$	4,500			$	5,500				$	4,000

Luismin achieved record production levels during the first quarter due to the increased mill throughput as a result of the 30% increase in mill capacity at San Dimas in 2005. A total of 47,800 ounces of gold were produced in the first quarter of 2006, an increase of 20% over the 40,000 ounces of gold for the corresponding period in the prior year. In addition, 2,191,900 ounces of silver were produced, 16% more than the 1,894,000 ounces produced in the corresponding period in 2005. Cash costs were 19% lower than the fourth quarter of 2005 due to increased utilization of the mill capacity and greater silver cost credits, however they were higher than the comparable period of 2005 due to somewhat lower grades.

Exploration activities continued in the San Dimas district, confirming the extension of the high grade mineralization in the Roberta, Robertita, Marinas, Castellana and Santa Lucia veins within the high grade zone area in the Central Block with the deeper level exhibiting wider and richer mineralization. Exploration work continues on the underground drives which will provide essential infrastructure for drilling and drifting to increase the proven and probable reserves.

At the Nukay project, the extensive exploration program underway is achieving good results with higher grade underground ore being delineated.

8  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

Amapari Mine

		Three Months Ended
		Mar 31
Operating Data		2006
Tonnes of ore mined			362,400
Tonnes of waste removed			3,074,600
Ratio of waste to ore			8.5
Tonnes of ore processed			302,400
Average grade of gold processed (grams/tonne)			2.03
Average recovery rate (%) (note 1)			66	%
Gold produced (ounces) (note 2)			20,400
Gold sold (ounces)			22,600
Average realized gold price (per ounce)		$	556
Total cash costs (per ounce)		$	464
Financial Data
Revenues		$	12,600
Loss from operations		$	(3,000	)

During the first quarter of 2006, the Amapari mine produced 20,400 ounces of gold and sold 22,600 ounces of gold.

Ore processing and gold production were below expectations due to the late commissioning of the spent ore reclaimer and the early onset of the Amazonian wet season. These issues impacted ore crushing and stacking productivity and tonnage placed under leach. Gold recoveries from leach pads were lower than expected as optimization of the agglomeration process is taking longer than planned.

Mining of ore and waste from a total of four pits continued on plan during the quarter, with 3.1 million tonnes of waste removed and 362,400 tonnes of ore mined.

Total cash costs for the quarter were $464 per ounce, which includes the build up of costs on the leach pad in 2005 that formed part of the opening work-in-progress inventory. These costs continued to be negatively impacted by the strong Brazilian currency, which has appreciated against the United States dollar by 7% since January 1, 2006 as well as the lower than expected recoveries and lower than planned tonnes placed under leach.

Work programs are underway to improve operating practices and efficiencies with ore crushing, agglomeration, stacking and leaching. Improvements were made to the operation during the quarter including the successful commissioning of the spent ore reclaimer and process water neutralization plant.

Exploration work continued on a number of projects adjacent to the existing mine infrastructure and within the 120 kilometer long tenement package. Diamond drilling at Urucum East has continued to intersect encouraging results including 15 meters at 1.8 grams/tonne of gold, and 9 meters at 1.5 grams/tonne of gold. Drilling commenced at the Vila do Meio project testing the significance of several gold intersections encountered during previous exploration drilling in the area for iron ore mineralization. Ground geophysical surveys were completed at the Timbo and Bananeira projects and the untested gap between the Tapereba C and Urucum ore bodies. Several anomalies were identified by these surveys, which will be drill tested in the second quarter.

goldcorp   |   9

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

Peak Mine

		Three Months Ended
		Mar 31				Dec 31				Sep 30				June 30				Mar 31					Mar 31
Operating Data		2006				2005				2005				2005				2005					2005
																							(six weeks)
																		(note 1)					(note 1)
Tonnes of ore milled			173,700				176,600				148,700				165,200				167,300					82,600
Average mill head grade – Gold (grams/tonne)			6.61				8.26				6.94				6.67				5.95					6.22
– Copper (%)			0.70	%			0.65	%			0.46	%			0.28	%			0.61	%				0.58	%
Average recovery rate – Gold (%)			90	%			93	%			89	%			88	%			90	%				91	%
– Copper (%)			80	%			84	%			71	%			60	%			80	%				82	%
Gold produced (ounces)			33,400				43,600				29,700				31,100				29,000					15,100
Copper produced (thousands of pounds)			2,131				2,111				1,065				579				1,819					864
Gold sold (ounces)			35,300				50,000				26,200				27,200				27,800					17,300
Copper sold (thousands of pounds)			1,915				1,826				734				505				1,612					1,612
Average realized price – Gold (per ounce)		$	558			$	493			$	449				442			$	422				$	423
– Copper (per pound)		$	2.21			$	1.88			$	1.71				1.53			$	1.36				$	1.36
Total cash costs per ounce (note 2)		$	192			$	192			$	241				246			$	278				$	272
Financial Data
Revenues		$	22,600			$	27,000			$	11,500				12,300			$	12,100				$	8,000
Earnings from operations		$	7,100			$	11,300			$	1,900				2,100			$	1,700				$	1,700

The Peak mine sold 35,300 ounces of gold for the first quarter compared with 27,800 ounces sold for the corresponding period in the prior year. At recent copper prices more copper ore is economic at current prices resulting in another copper production record for a single quarter. Plant capacity was maintained at the increased rate of 700,000 tonnes per annum for the quarter with an expected further increase to 730,000 tonnes per annum for the second quarter. Further plant de-bottlenecking continues with the upgrade of the gravity circuit, increased capacity of the copper circuit, and the installation of new tailing lines. Recoveries continue to improve even at the higher throughput, however relative recoveries were down from the fourth quarter of 2005 due to the lower gold grade. These improvements, combined with higher gold and copper prices, significantly improved the earnings from operations for the quarter. The total cash costs of $192 per gold ounce were a result of the above noted mill improvements and higher by-product credits.

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

10  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

Wharf Mine

		Three Months Ended
		Mar 31				Dec 31				Sep 30				June 30				Mar 31
Operating Data		2006				2005				2005				2005				2005
Tonnes of ore mined			701,700				775,600				755,500				584,300				646,000
Tonnes of ore processed			787,900				644,300				773,900				561,100				656,000
Average grade of gold processed (grams/tonne)			1.01				0.95				1.04				0.99				1.10
Average recovery rate (%)			75	%			75	%			75	%			75	%			75	%
Gold produced (ounces) (note 1)			9,900				17,200				11,200				16,400				17,700
Gold sold (ounces)			11,800				15,500				15,300				15,700				34,300
Average realized gold price (per ounce)		$	559			$	497			$	444			$	429			$	431
Total cash costs (per ounce)		$	315			$	366			$	307			$	291			$	282
Financial Data
Revenues		$	7,300			$	8,200			$	7,000			$	7,000			$	14,900
Earnings from operations		$	1,900			$	800			$	500			$	600			$	2,000

The Wharf Mine produced 9,900 ounces of gold in the first quarter of 2006 compared with 17,700 ounces of gold in the first quarter of 2005. The lower production is a result of higher silver content in the ore thus slowing throughput in the refinery. Despite the decrease in production there is considerable gold in circuit waiting to be refined. Wharf sold 11,800 ounces of gold during the quarter compared with 34,300 ounces sold during the same period of 2005. The decrease is due to the discontinuation of the policy in 2005 of holding back from sale a portion of the production and selling the gold bullion inventory on hand. Minor plant modifications of the strip circuit, designed to increase the metal production from inventory were completed by the end of the first quarter which will eliminate refinery constrictions caused by higher silver grades. Total cash costs for the quarter were $315 per ounce, compared to $282 per ounce during the first quarter of 2005, primarily as a result of the lower gold sales and slightly lower grade.

goldcorp   |   11

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

Silver Wheaton Corp (Goldcorp interest – 62%)

(100% figures shown)		Three Months Ended
		Mar 31				Dec 31				Sep 30				June 30				Mar 31					Mar 31
Operating Data		2006				2005				2005				2005				2005					2005
																							(six weeks)
																		(note 1)					(note 1)
Ounces of silver sold – Luismin			2,171,000				1,820,100				2,003,800				2,088,000				1,974,000					1,314,800
– Zinkgruvan			501,000				356,600				531,000				580,400				349,000					226,400
– Total			2,672,000				2,176,700				2,534,800				2,668,400				2,323,000					1,541,200
Average realized silver price (per ounce)		$	9.62			$	8.03			$	7.13			$	7.22			$	6.92				$	7.04
Total cash costs (per silver ounce)		$	3.90			$	3.90			$	3.90			$	3.90			$	3.90				$	3.90
Financial Data
Revenues		$	25,700			$	17,400			$	18,100			$	19,300			$	16,000				$	10,900
Earnings from operations		$	11,300			$	5,700			$	5,100			$	5,400			$	5,300				$	3,300

As of January 1, 2006, Goldcorp owned 59% of Silver Wheaton and on March 30, 2006, this interest increased to 62% as a result of the amendment to the existing Silver agreement. Goldcorp agreed to increase the number of ounces of silver to be delivered over the 25 year contract period by 100 million ounces to 220 million ounces, and waived any capital expenditure contributions previously required by Silver Wheaton. In consideration for these amendments, Silver Wheaton issued 18 million common shares valued at $116 million, and a $20 million non-interest bearing promissory note payable to Goldcorp and due in March 2007.

In March 2006, Silver Wheaton entered into an agreement with Glencore International AG, to purchase 4.75 million ounces of silver per year for a period of 20 years, based on production from their Yauliyacu mining operation in Peru. Total upfront consideration paid was $285 million. In addition, a cash payment of $3.90 per ounce of silver delivered under the contract is due, subject to an inflationary adjustment.

In April 2006, Silver Wheaton closed a C$200 million public offering of 16.7 million common shares at a price of C$12.00 per share, on a bought deal basis. This transaction decreased Goldcorp’s ownership interest in Silver Wheaton to 57%. This dilution of the Company’s interest will give rise to a non-taxable dilution gain of approximately $60 million that will be recognized in earnings in the second quarter ending June 30, 2006.

12  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

PROJECT DEVELOPMENT REVIEW
Los Filos Project

During the quarter, a feasibility study was completed, combining the Los Filos and El Bermejal deposits as a twin open pit operation with a single heap leach pad facility. The combined deposits will be referred to as the Los Filos Project going forward. The mine reserves and resources total over 5.0 million ounces with 4.51 million ounces in proven and probable reserve status.

The Los Filos and El Bermejal deposits will be developed together with two different methods of ore processing. Higher grade ore from within the Los Filos deposit will be crushed to 19mm and agglomerated before being conveyor stacked and heap leached. Lower grade ore from Los Filos and El Bermejal deposits will be hauled from the open pit directly to the leach pad to be bulk heap leached. The recovery solution will be treated to produce a final gold doré product on site.

Project construction is well advanced and expected to be completed by the end of 2006 with commercial production planned to start in the second quarter of 2007. Commercial production for 2007 is expected to be 200,000 ounces of gold rising to 350,000 ounces in 2008. Approximately 70% of all project capital has been either spent or committed to date. The access road is completed, electrical power is energized, the water supply is 80% complete, pit stripping is 35% complete, and the ore leaching facilities 40% complete.

Pre-stripping of the Los Filos pit is progressing well, with 7.8 million tonnes of waste mined as of March 31, 2006. The El Bermejal pit development was started with clearing and grubbing activities and haul road construction. The heap leach pad construction, including the bedding soil and liner placement is well underway. All major equipment for process facilities has been procured and deliveries started as per schedule.

Capital expenditures to March 31, 2006 amounted to $112 million with $28 million being expended during the three months ended March 31, 2006.

Éléonore Project

On March 31, 2006, Goldcorp completed the acquisition of Virginia and its Éléonore gold project. The Éléonore property is located in the north-east corner of the Opinaca Reservoir in the James Bay area of the Province of Quebec, Canada. Previous work on the property consisted mainly of surface geological interpretation and subsequently 56 kilometers of drill holes in exploration drilling.

During the first quarter, preparation for the integration into Goldcorp proceeded with senior staff being assigned to the project, review of documentation and data, and meetings held with various parties involved in the project including Government and First Nation representatives. Further integration activities in the second quarter will include establishment of administrative and human resources programs, transfer of employees, continuation of the extensive drilling program, completion of key studies, project planning, schedule establishment and budget preparation.

goldcorp   |   13

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

EXPENSES

		Three Months Ended
		March 31				March 31
		2006				2005
Depreciation and depletion		$	45,767			$	17,579
Corporate administration			8,548				4,009
Exploration			3,920				1,517

Depreciation and depletion, which relates to mining activities, increased to $45.8 million for the quarter, compared to $17.6 million in 2005. The significant increase in depreciation and depletion is due to the acquisition of Wheaton mining assets effective February 15, 2005 and the resulting fair value allocation to these assets.

Corporate administration increased during the first quarter of 2006, compared to the same period in 2005, due primarily to increased corporate activity relating to acquisition growth.

A total of $3.9 million (2005 – $1.5 million) was invested in exploration during the quarter. Part of the increase is due to the fact that the prior year amount only included Wheaton’s operating results from February 15, 2005 onwards.

OTHER INCOME (EXPENSE)

		Three Months Ended
		March 31				March 31
		2006				2005
Interest and other income		$	3,030			$	2,915
Interest and finance fees			(1,235	)			(47	)
Stock option expense			(3,399	)			(5,320	)
Loss on foreign exchange			(215	)			(1,203	)
Gain on marketable securities, net			2,555				2,591
Corporate transaction costs			—				(2,898	)
		$	736			$	(3,962	)

In the first quarter of 2006, the stock option expense relates to the normal vesting of options. As a result of the acquisition of Wheaton, Goldcorp stock options which existed at December 31, 2004 became fully vested during the quarter and $5.3 million was expensed in 2005. Corporate transaction costs pertaining to the acquisition of Wheaton in the amount of $2.9 million, including severance and restructuring of insurance policies were expensed in 2005. There were no corporate transaction costs in the first quarter of 2006.

INCOME AND MINING TAXES

Income and mining taxes for the three months ended March 31, 2006 totaled $46.6 million, approximately 32% of earnings before taxes. In 2005, income and mining taxes were $16.0 million, or 32% of earnings before taxes.

14  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

NON-CONTROLLING INTERESTS

The non-controlling interest relates to Goldcorp’s ownership of its subsidiary company, Silver Wheaton. This interest increased from 59% to 62% as at March 30, 2006, as a result of the amendment to the existing Silver agreement. Goldcorp agreed to increase the number of ounces of silver to be delivered over the 25 year contract by 100 million ounces to 220 million ounces, and to waive any capital expenditure contributions previously required by Silver Wheaton. In consideration for these amendments, Silver Wheaton issued to Goldcorp 18 million common shares valued at $116 million and a $20 million non-interest bearing promissory note. As a result of this transaction, Goldcorp’s non-controlling interest balance increased by $32.3 million, mining interests increased by $46.3 million and future income tax liability increased by $14.0 million.

The non-controlling interest’s share of net earnings for the three months ended March 31, 2006 amounted to $5.7 million.

During the three months ended March 31, 2005, Goldcorp acquired an 82% interest in Wheaton, which resulted in an 18% non-controlling interest. Goldcorp acquired the 18% non-controlling interest’s share of Wheaton on April 15, 2005. In addition, Goldcorp had a non-controlling interest in Silver Wheaton. The non-controlling interest’s share of net earnings for the three months ended March 31, 2005 amounted to $4.2 million.

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

The Company has included a non-GAAP performance measure, total cash cost per gold ounce, throughout this document. The Company reports total cash costs on a sales basis. In the gold mining industry this is a common performance measure but does not have any standardized meaning, and is a non-GAAP measure. The Company follows the recommendations of the Gold Institute standard. The Company believes that, in addition to conventional measures, prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow. Accordingly, it is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The following table provides a reconciliation of total cash costs per ounce to the financial statements:

		Three Months Ended
		March 31				March 31
		2006				2005
Operating expenses per financial statements		$	84,085			$	46,050
Industrial minerals operating expense			—				(3,158	)
Treatment and refining charges on concentrate sales			15,983				4,699
By-product silver and copper sales, and other			(125,336	)			(25,879	)
Non-cash adjustments			(217	)			(1,187	)
Total cash costs		$	(25,485	)		$	20,525
Divided by gold ounces sold			288,400				217,500
Total cash costs per ounce		$	(88	)		$	94

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2006, the Company held cash and cash equivalents of $170 million (December 31, 2005 – $562 million) and working capital of $178 million (December 31, 2005 – $582 million). The decrease in consolidated cash and cash equivalents primarily resulted from Goldcorp’s payment of $250 million to Barrick relating to the acquisition of certain Placer assets as well as Silver Wheaton’s cash payment of $245 million to Glencore with respect to the acquisition of the Yauliyacu silver purchase contract.

The Company has debt capacity available totaling $1.4 billion made up of three separate credit facilities including a $500 million revolving credit facility, a $550 million bridge facility and a $350 million revolving credit facility. The facilities are 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 down exceeds 50% of the facility amount. Undrawn amounts are subject to a 0.15% to 0.25% per annum commitment fee dependent on the

goldcorp   |   15

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

Company’s leverage ratio. Amounts drawn on the $500 credit facility are required to be refinanced or repaid by July 29, 2010. Amounts drawn on the $350 million facility will be required to be refinanced or repaid within two years of the closing date and amounts drawn on the $550 million facility will be required to be refinanced or repaid within one year of the closing date. All facilities were undrawn as at March 31, 2006. On May 12, 2006, $1.3 billion of these facilities were drawn down to fund the acquisition of certain Placer Dome assets.

In the opinion of management, the working capital at March 31, 2006, together with cash flows from operations, are sufficient to support the Company’s normal operating requirements on an ongoing basis.

Total assets increased to $5,055 million at March 31, 2006 from $4,066 million at December 31, 2005, primarily as a result of the acquisition of Virginia, effective March 31, 2006, and the addition of a silver purchase agreement between Silver Wheaton and Glencore’s Yauliyacu mining operation.

During the quarter, the Company generated operating cash flows of $74 million, compared with cash generated operating activities of $80 million during the same period of 2005. Unfavorable non-cash operating working capital movements during the quarter of $66 million resulted primarily from cash tax payments in 2006 and increases in accounts receivable due to timing and higher metal prices.

During the three months ended March 31, 2006, the Company disposed of marketable securities for a net gain of $2.6 million and invested a total of $67 million in mining interests, including $18 million at Red Lake, $37 million at the Luismin operations and $6 million at Amapari.

During the first quarter of 2006, the Company paid a monthly dividend of $0.015 per share, resulting in total cash dividend payments for the quarter of $15.3 million.

As of May 12, 2005, there were 364 million common shares of the Company issued and outstanding. The Company had • million stock options outstanding under its share option plan. In addition, the Company had 7.0 million share purchase warrants outstanding (exchangeable for 14.5 million common shares) and 159.6 million Series A, B and C share purchase warrants outstanding (exchangeable for 39.9 million common shares).

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 $173 million, primarily relating to the Red Lake expansion and construction at Los Filos.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Income and mining taxes

The provision for income and mining taxes is based on the liability method. Future taxes arise from the recognition of the tax consequences of temporary differences by applying enacted or substantively enacted tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities, and for tax losses and other deductions carried forward. The Company records a valuation allowance against any portion of those future income tax assets that it believes will, more likely than not, fail to be realized.

Mining interests

Mining interests are the most significant assets of the Company, representing $3,753 million at March 31, 2006, and represent capitalized expenditures related to the exploration and development of mining properties and related plant and equipment. Capitalized

16  |   goldcorp

First Quarter Report — 2006

(in United States dollars, tabular amounts in thousands, except where noted)

costs are depreciated and depleted using either a unit-of-sale method over the estimated economic life of the mine to which they relate, or using the straight-line method over their estimated useful lives.

The costs associated with mining properties are separately allocated to reserves, resources and exploration potential, and include acquired interests in production, development and exploration stage properties representing the fair value at the time they were acquired. The values of such mineral properties are primarily driven by the nature and amount of material interests believed to be contained or potentially contained, in properties to which they relate.

The Company reviews and evaluates its mining interests for impairment at least annually or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future undiscounted cash flows are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on expected future production, commodity prices, operating costs and capital costs.

Reclamation and closure costs obligations

Reclamation and closure costs obligations have been estimated based on the Company’s interpretation of current regulatory requirements, however changes in regulatory requirements and new information may result in revisions to estimates. The Company recognizes the fair value of liabilities for reclamation and closure costs obligations in the period in which they are incurred. A corresponding increase to the carrying amount of the related assets is generally recorded and depreciated over the life of the asset.

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 such carrying amount may no longer be recoverable. To accomplish this, the Company compares the fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged 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.

OVERSIGHT ROLE OF THE AUDIT COMMITTEE

The Audit Committee reviews, with management and the external auditors, the Company’s quarterly Management’s Discussion and Analysis and related consolidated financial statements and approves the release of such information to shareholders. For each audit or quarterly review, the external auditors prepare a report for members of the Audit Committee summarizing key areas, significant issues and material control weaknesses encountered, if any.

goldcorp   |   17

Management’s Discussion and Analysis

(in United States dollars, tabular amounts in thousands, except where noted)

OUTLOOK

Expenditures for mining interests for the remainder of the year are forecast to approximate $230 million, which primarily relate to the Red Lake expansion and the completion of the construction at Los Filos.

The Company has not hedged or sold forward any of its future gold production.

Goldcorp is the world’s lowest cost million ounce gold producer. Gold production in 2006 is expected to approximate 2 million ounces on an annualized basis, at a total cash cost of less than $125 per ounce assuming the acquisition of Placer Dome assets from Barrick. Given the acquisition was completed on May 12, 2006, the pro-rated production is estimated to be 1.7 million ounces.

SUBSEQUENT EVENTS

On April 20, 2006, Silver Wheaton closed a C$200 million public offering of 16.7 million common shares at a price of C$12.00 per share. This transaction resulted in a decrease in Goldcorp’s ownership in Silver Wheaton from 62% to 57%. This dilution of the Company’s interest will give rise to a non-taxable dilution gain of approximately $60 million that will be recognized in operations in the second quarter ending June 30, 2006.

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, labor 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 the section entitled “Description of the Business – Risk Factors” in Goldcorp’s annual information form for the year ended December 31, 2005. 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 should refer to the annual information form of Goldcorp for the year ended December 31, 2005, and other continuous disclosure documents filed by Goldcorp since January 1, 2006 available at www.sedar.com, for this detailed information, which is subject to the qualifications and notes set forth therein.

18  |   goldcorp

First Quarter Report — 2006

Consolidated Statements of Earnings

(US dollars and shares in thousands, except per share amounts – Unaudited)

						Three Months Ended
						March 31				March 31
		Note				2006				2005
Revenues						$	286,257			$	122,849
Operating expenses							84,085				46,050
Depreciation and depletion							45,767				17,579
Earnings from mine operations							156,405				59,220
Corporate administration							8,548				4,009
Exploration							3,920				1,517
Earnings from operations							143,937				53,694
Other income (expense)
Interest and other income							3,030				2,915
Interest and finance fees							(1,235	)			(47	)
Stock option expense							(3,399	)			(5,320	)
Loss on foreign exchange							(215	)			(1,203	)
Gain on marketable securities, net							2,555				2,591
Corporate transaction costs							—				(2,898	)
							736				(3,962	)
Earnings before taxes and non-controlling interests							144,673				49,732
Income and mining taxes							46,607				16,038
Non-controlling interests			8				5,665				4,205
Net earnings						$	92,401			$	29,489
Earnings per share			9
Basic						$	0.27			$	0.12
Diluted							0.24				0.11
Weighted average number of shares outstanding
Basic							340,961				248,829
Diluted							383,180				263,249

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

goldcorp   |   19

Financial Review

Consolidated Balance Sheets

(US dollars in thousands – Unaudited)

						March 31				December 31
		Note				2006				2005
Assets
Current
Cash and cash equivalents						$	169,596			$	562,188
Marketable securities (market value: $16,432; 2005 – $16,086)							8,583				11,264
Accounts receivable							112,122				75,160
Income and mining taxes receivable							2,774				2,774
Future income and mining taxes							20,294				26,558
Inventories and stockpiled ore							83,091				77,182
Other							16,708				17,225
							413,168				772,351
Mining interests			5				3,752,927				2,980,762
Silver contracts			6				359,089				74,639
Placer Dome assets acquisition costs			4				252,161				—
Goodwill			5				142,654				142,654
Long-term investments (market value: $90,724; 2005 – $41,056)							67,737				33,563
Stockpiled ore							53,464				51,063
Other							13,707				10,950
						$	5,054,907			$	4,065,982
Liabilities
Current
Accounts payable and accrued liabilities						$	101,431			$	97,523
Income and mining taxes payable							69,209				93,287
Current portion of long-term debt and promissory note			7				65,000				—
							235,640				190,810
Future income and mining taxes							1,026,123				728,079
Long-term debt			7				95,000				—
Reclamation and closure cost obligations							56,997				57,724
Future employee benefits and other							7,608				7,005
							1,421,368				983,618
Non-controlling interests			8				149,999				108,601
Shareholders’ Equity
Capital stock			9				3,086,475				2,653,751
Cumulative translation adjustment							101,927				101,927
Retained earnings							295,138				218,085
							3,483,540				2,973,763
						$	5,054,907			$	4,065,982

Commitments and contingencies (note 12)

Subsequent events (note 4, 14)

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

20  |   goldcorp

First Quarter Report — 2006

Consolidated Statements of Cash Flows
(US dollars in thousands – Unaudited)

						Three Months Ended
						March 31				March 31
		Note				2006				2005
Operating activities
Net earnings						$	92,401			$	29,489
Reclamation expenditures							(1,262	)			(111	)
Items not affecting cash
Depreciation and depletion							45,767				17,579
Gain on marketable securities, net							(2,555	)			(2,591	)
Stock option expense							3,399				5,320
Future income and mining taxes							(3,198	)			4,106
Future employee benefits							609				1,031
Non-controlling interests							5,665				4,205
Other							(101	)			(282	)
Change in non-cash operating working capital			10				(66,371	)			21,498
Net cash provided by operating activities							74,354				80,244
Investing activities
Mining interests							(66,756	)			(48,269	)
Acquisition of Placer Dome assets			4				(252,161	)			—
Acquisition of Virginia Gold Mines Inc			3				(6,351	)			—
Acquisition of Wheaton River Minerals Ltd, net of cash acquired							—				140,618
Acquisition of Bermejal property							—				(70,010	)
Silver contracts			6				(245,289	)			—
Long-term investments							(34,174	)			—
Purchase of marketable securities							—				(2,937	)
Proceeds from sale of marketable securities							5,224				10,678
Other							(1,961	)			(11	)
Net cash provided by (used in) investing activities							(601,468	)			30,069
Financing activities
Common shares issued, net							27,514				1,109
Long-term debt drawn down			7				125,000				—
Long-term debt repaid			7				(5,000	)			—
Debt issue costs							(1,066	)			—
Shares issued by subsidiary to non-controlling interests							3,410				3,192
Dividends paid to common shareholders							(15,348	)			(105,305	)
Net cash provided by (used in) financing activities							134,510				(101,004	)
Effect of exchange rate changes on cash and cash equivalents							12				(3,718	)
Increase (decrease) in cash and cash equivalents							(392,592	)			5,591
Cash and cash equivalents, beginning of period							562,188				333,375
Cash and cash equivalents, end of period						$	169,596			$	338,966
Cash and cash equivalents is comprised of:
Cash						$	18,196			$	68,984
Cash equivalents							151,400				269,982
						$	169,596			$	338,966

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

goldcorp   |   21

Financial Review

Consolidated Statements of Shareholders’ Equity

(US dollars, shares and warrants in thousands – Unaudited)

		Capital Stock
		Common Shares									Share									Cumulative
											Purchase				Stock					Translation				Retained
		Shares				Amount					Warrants				Options					Adjustment				Earnings				Total
At January 1, 2005			189,980			$	363,246				$	16,110			$	7,347				$	107,741			$	83,405			$	577,849
Issued pursuant to Wheaton acquisition			143,771				1,887,431					290,839				30,794					—				—				2,209,064
Stock options exercised and restricted share units issued			2,556				32,224					—				(7,647	)				—				—				24,577
Share purchase warrants exercised			3,335				39,824					(20,121	)			—					—				—				19,703
Fair value of stock options issued and vested, and restricted share units vested			—				—					—				13,938					—				—				13,938
Share issue costs			—				(234	)				—				—					—				—				(234	)
Dividends declared			—				—					—				—					—				(151,018	)			(151,018	)
Unrealized loss on translation of non-US dollar denominated accounts			—				—					—				—					(5,814	)			—				(5,814	)
Net earnings			—				—					—				—					—				285,698				285,698
At December 31, 2005			339,642			$	2,322,491				$	286,828			$	44,432				$	101,927			$	218,085			$	2,973,763
Issued pursuant to acquisition of Virginia Gold Mines Inc (note 3)			19,310				398,332					3,585				—					—				—				401,917
Stock options exercised			2,525				32,988					—				(8,083	)				—				—				24,905
Share purchase warrants exercised			471				5,566					(2,856	)			—					—				—				2,710
Fair value of stock options issued and vested, and restricted share units issued and vested			—				—					—				3,294					—				—				3,294
Share issue costs			—				(102	)				—				—					—				—				(102	)
Dividends declared			—				—					—				—					—				(15,348	)			(15,348	)
Net earnings			—				—					—				—					—				92,401				92,401
At March 31, 2006			361,948			$	2,759,275				$	287,557			$	39,643				$	101,927			$	295,138			$	3,483,540