FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Report of Foreign Private Issuer

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

For the month of July 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-____________

FORM 51-102F4

BUSINESS ACQUISITION REPORT

Item 1 Identity of Company

	1.1		Name and Address of Company
			Goldcorp Inc. (the “Company”) Waterfront Centre, Suite 1560, 200 Burrard Street Vancouver, BC V6C 3L6
	1.2		Executive Officer
			The following executive officer of the Company is knowledgeable about the significant acquisition and this report:
			Lindsay Hall, Executive Vice President and Chief Financial Officer (604) 696-3000

Item 2 Details of Acquisition

	2.1		Nature of Business Acquired
			The Company acquired all of the issued and outstanding shares of Placer Dome (CLA) Limited (“CLA”) pursuant to a purchase and sale agreement dated May 12, 2006 (the “Purchase Agreement”) between the Company and Barrick Gold Corporation (“Barrick”). The assets acquired by the Company from Barrick include CLA’s former interests in the Campbell mine in Ontario (100%), the Porcupine (51%) and Musselwhite (68%) joint ventures in Ontario, a 50% interest in the La Coipa gold/silver mine in Chile and a 40% interest in the Pueblo Viejo gold development project in the Dominican Republic, together with interests in its Canadian exploration properties, including the Mount Milligan copper/gold deposit in British Columbia.
	2.2		Date of Acquisition
			The effective date of the acquisition is May 12, 2006.
	2.3		Consideration
			Pursuant to the Purchase Agreement, the Company paid Barrick approximately US$1.6 billion for the four CLA mines and other agreed interests. The Company used a portion of its current cash balances and existing credit facilities to fund the acquisition. The proceeds from the early

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			exercise of the Company’s outstanding warrants (approximately US$453 million) has been used to repay credit facilities drawn down to fund the acquisition.
	2.4		Effect on Financial Position
			Other than as described below, the Company does not have any current plans for material changes in the Company’s business affairs or the affairs of the acquired assets which may have a significant effect on the results of operations and financial position of the Company.
			Disposition
			On July 24, 2006, the Company sold certain of its recently acquired Canadian exploration interests to Terrane Metals Corp. (formerly Atlas Cromwell Ltd.) (“Terrane”) in exchange for preference shares convertible into 240 million common shares of Terrane at a notional price of C$0.50 per share for a total notional consideration of C$120 million. These assets include CLA’s former interests in Mount Milligan, Berg, Maze Lake and Howard’s Pass.
			Impact of Acquisition
			To partially fund the purchase price for the acquisition of the CLA assets from Barrick, the Company incurred debt of approximately US$1.3 billion, approximately US$450 million of which has since been repaid out of the proceeds from the early exercise of the Company’s outstanding warrants.
	2.5		Prior Valuations
			Not Applicable.
	2.6		Parties to Transaction
			The transaction was not with informed persons, associates or affiliates of the Company.
	2.7		Date of Report
			July 26, 2006.

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Item 3 Financial Statements

The following financial statements are contained in Schedule A annexed hereto, which forms part of this report:

	(i)		unaudited pro forma condensed consolidated financial statements of the Company consisting of a condensed consolidated balance sheet as at March 31, 2006 and condensed consolidated statements of operations for the three months ended March 31, 2006 and for the year ended December 31, 2005, together with the Compilation Report thereon and the notes thereto;
	(ii)		audited combined financial statements (the “Audited Financial Statements”) of the operations to be acquired by the Company (the “CLA Operations”) consisting of combined balance sheets as at December 31, 2005 and 2004 and combined statements of earnings (loss) and CLA’s net investment and cash flows for each of the years then ended, together with the Auditors’ Report thereon and the notes thereto; and
	(iii)		unaudited comparative combined financial statements of the CLA Operations consisting of a combined balance sheet as at March 31, 2006 and combined statements of earnings (loss) and CLA’s net investment and cash flows for the three months ended March 31, 2006, together with the notes thereto.

As the attached Audited Financial Statements are identical to the information included in the Company’s final short form prospectus dated May 5, 2006, a copy of which has been posted on SEDAR at www.sedar.com, the Company has not obtained the consent of Ernst & Young LLP to include the attached February 13, 2006 Auditors’ Report in this report.

Cautionary Note Regarding Forward-Looking Statements

This business acquisition report contains “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of the Company. 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 the Company 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

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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 the Company’s Annual Information Form for the year ended December 31, 2005, available on www.sedar.com, and Form 40-F for the year ended December 31, 2005 on file with the United States Securities and Exchange Commission in Washington, D.C. Although the Company 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. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Schedule A

Unaudited Pro Forma Condensed Consolidated Financial
Statements of

GOLDCORP INC.

		Deloitte & Touche LLP
		2800 — 1055 Dunsmuir Street
		4 Bentall Centre
		P.O. Box 49279
		Vancouver BC V7X 1P4
		Canada
		Tel: (604) 669-4466
		Fax: (604) 685-0395
Compilation Report		www.deloitte.ca

To the Directors of
Goldcorp Inc.

We have read the accompanying unaudited pro forma condensed consolidated financial statements of Goldcorp Inc. (the “Company”) as at March 31, 2006 and for the three months ended March 31, 2006 and the year ended December 31, 2005, and have performed the following procedures.

1.

Compared the figures in the columns captioned “Goldcorp Inc.” to the interim unaudited consolidated financial statements of the Company for the three months ended March 31, 2006 and the audited consolidated financial statements of the Company for the year ended December 31, 2005 and found them to be in agreement.

2.

Compared the figures in the column captioned “Placer Dome Operations and projects” to the interim unaudited combined financial statements of the Operations to be Acquired by Goldcorp Inc. for the three month period ended March 31, 2006 and the audited combined financial statements of the Operations to be Acquired by Goldcorp Inc. for the year ended December 31, 2005 found them to be in agreement.

3.		Compared the figures in the column captioned “Wheaton River Minerals” to the unaudited operations of Wheaton River Minerals Ltd. for the period from January 1, 2005 to February 14, 2005 and found them to be in agreement.
4.		Made enquiries of certain officials of the Company who have responsibility for financial and accounting matters about:

	(a)		the basis for determination of the pro forma adjustments; and
	(b)		whether the pro forma consolidated condensed financial statements comply as to form in all material respects with the published requirements of the Canadian Securities Legislation.

The officials:

	(a)		described to us the basis for determination of the pro forma adjustments; and
	(b)		stated that the pro forma consolidated condensed financial statements comply as to form in all material respects with the published requirements of the Canadian Securities Legislation.

5.

Read the notes to the pro forma consolidated condensed financial statements, and found them to be consistent with the basis described to us for determination of the pro forma adjustments.

6.

Recalculated the application of the pro forma adjustments to the aggregate of the amounts in the columns captioned “Goldcorp Inc.”, “Placer Dome Operations and projects” and “Wheaton River Minerals” as at March 31, 2006 and for the three months ended March 31, 2006 and the year ended December 31, 2005 and found the amounts in the column captioned “Pro forma consolidated” to be arithmetically correct.

A pro forma financial statement is based on management’s assumptions and adjustments, which are inherently subjective. The foregoing procedures are substantially less than either an audit or a review, the objective of which is the expression of assurance with respect to management’s assumptions, the pro forma adjustments, and the application of the adjustments to the historical financial information. Accordingly, we express no such assurance. The foregoing procedures would not necessarily reveal matters of significance to the pro forma consolidated statements of operations, and we therefore make no representation about the sufficiency of the procedures for the purposes of a reader of such statements.

Chartered Accountants
Vancouver, British Columbia
July 24, 2006

		Member of
		Deloitte Touche Tohmatsu

GOLDCORP INC.

Pro Forma Condensed Consolidated Balance Sheet
March 31, 2006
(Unaudited)
(Expressed in thousands of United States Dollars)

						Placer Dome
						Operations				Note				Pro forma				Pro forma
		Goldcorp Inc.				and projects				4				adjustments				consolidated
ASSETS
Cash and cash equivalents		$	169,596			$	13,700				(a	)		$	(60,000	)		$	123,296
Marketable securities			8,583				—								—				8,583
Accounts receivable			112,122				7,009								—				119,131
Income and mining taxes receivable			2,774				76								—				2,850
Inventories and stockpiled ore			83,091				33,340								—				116,431
Future income and mining taxes			20,294				—								—				20,294
Other			16,708				—								—				16,708
			413,168				54,125								(60,000	)			407,293
Mining interests			3,752,927				276,498								—				4,029,425
Silver contracts			359,089				—								—				359,089
Stockpiled ore			53,464				10,198								—				63,662
Income and resource tax assets			—				2,420								—				2,420
Other			13,707				3,276												16,983
Goodwill			142,654				—								—				142,654
Long-term investments			67,737				—								—				67,737
Placer Dome acquisition costs			252,161				—				(a	)			(252,161	)			—
Unallocated purchase price			—				—				(a	)			1,420,673				1,420,673
		$	5,054,907			$	346,517							$	1,108,512			$	6,509,936
LIABILITIES
Overdraft		$	—			$	9,626							$	—			$	9,626
Accounts payable and accruals			101,431				33,933				(a	)			12,839				148,203
Income and mining taxes payable			69,209				4,065								—				73,274
Current portion of long-term debt and promissory note			65,000				—								—				65,000
Current portion of capital leases			—				87								—				87
			235,640				47,711								12,839				296,190
Debt			95,000				—				(a	)			1,300,000				943,000
											(b	)			(452,000	)
Future income and mining taxes			1,026,123				3,778								—				1,029,901
Reclamation and other obligations			56,997				90,701								—				147,698
Future employee benefits and other			7,608				—								—				7,608
			1,421,368				142,190								860,839				2,424,397
Non-controlling interests			149,999				—								—				149,999
SHAREHOLDERS’ EQUITY
Capital stock			3,086,475				—				(b	)			452,000				3,538,475
Cumulative translation adjustment			101,927				—								—				101,927
Retained earnings			295,138				204,327				(a	)			(204,327	)			295,138
			3,483,540				204,327								247,673				3,935,540
		$	5,054,907			$	346,517							$	1,108,512			$	6,509,936

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

GOLDCORP INC.

Pro Forma Condensed Consolidated Statement of Operations
Three months ended March 31, 2006
(Unaudited)
(Expressed in thousands of United States Dollars)

						Placer Dome
						Operations				Note				Pro forma				Pro forma
		Goldcorp Inc.				and projects				4				adjustments				consolidated
REVENUE		$	286,257			$	86,960							$	—			$	373,217
Operating expenses			84,085				62,054								—				146,139
Depreciation and depletion			45,767				11,776								—				57,543
Earnings from mine operations			156,405				13,130								—				169,535
Corporate administration			8,548				1,037								—				9,585
Resource development, technology and other			—				1,215								—				1,215
Exploration			3,920				6,645								—				10,565
Earnings from operations			143,937				4,233								—				148,170
OTHER INCOME (EXPENSES)
Interest and other			4,135				(29,581	)			(c	)			(10,600	)			(36,046	)
Stock option expense			(3,399	)			—								—				(3,399	)
			736				(29,581	)							(10,600	)			(39,445	)
Earnings (loss) before taxes and non-controlling interests			144,673				(25,348	)							(10,600	)			108,725
Income tax (expense) recovery			(46,607	)			(51,855	)			(f	)			4,240				(94,222	)
Earnings (loss) before non-controlling interests			98,066				(77,203	)							(6,360	)			14,503
Non-controlling interests			(5,665	)			—								—				(5,665	)
Net earnings (loss)		$	92,401			$	(77,203	)						$	(6,360	)		$	8,838

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

GOLDCORP INC.

Pro Forma Condensed Consolidated Statement of Earnings
Year ended December 31, 2005
(Unaudited)
(Expressed in thousands of United States Dollars)

						Placer Dome
						Operations				Wheaton River				Note				Pro forma				Pro forma
		Goldcorp Inc.				and projects				Minerals				4				adjustments				consolidated
										(Period from
										January 1, 2005 to
										February 14, 2005)
REVENUES		$	896,408			$	310,817			$	56,194							$	—			$	1,263,419
Operating expenses			304,032				219,996				21,677								—				545,705
Depreciation and depletion			135,264				44,552				6,613				(e	)			6,775				193,204
Earnings from mine operations			457,112				46,269				27,904								(6,775	)			524,510
Corporate administration			29,943				4,443				2,312								—				36,698
Resource development, technology and other			—				23,524				—								—				23,524
Exploration			8,035				21,990				354								—				30,379
Earnings (loss) from operations			419,134				(3,688	)			25,238								(6,775	)			433,909
OTHER INCOME (EXPENSE)
Interest and other			19,860				(1,724	)			402				(c	)			(42,400	)			(23,862	)
Stock option expense			(13,876	)			—				(153	)							—				(14,029	)
Corporate transaction costs			(3,592	)			—				—								—				(3,592	)
Dilution gain			18,732				—				—								—				18,732
			21,124				(1,724	)			249								(42,400	)			(22,751	)
Earnings (loss) before taxes and non-controlling interests			440,258				(5,412	)			25,487								(49,175	)			411,158
Income tax (expense) recovery			(142,370	)			(1,874	)			(7,993	)			(f	)			19,670				(132,567	)
Earnings (loss) before non-controlling interests			297,888				(7,286	)			17,494								(29,505	)			278,591
Non-controlling interests			(12,190	)			—				(349	)			(d	)			3,548				(8,991	)
Net earnings (loss)		$	285,698			$	(7,286	)		$	17,145							$	(25,957	)		$	269,600

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

1.		BASIS OF PRESENTATION
		The unaudited pro forma consolidated balance sheet of Goldcorp Inc. (the “Company” or “Goldcorp”) as at March 31, 2006 and unaudited pro forma consolidated statement of operations for the three month period ended March 31, 2006 and for the year ended December 31, 2005 have been prepared by management of Goldcorp, in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), for illustrative purposes only, to show the effect of the agreement entered into with Barrick Gold Corporation (“Barrick”) that resulted in the purchase of certain operations and projects of Placer Dome Inc. (“Placer Dome”). As a result of the purchase, Goldcorp has acquired the Placer Dome Canadian operations, a 50% interest in the La Coipa mine and a 40% interest in the Pueblo Viejo project. Goldcorp paid approximately $1.61 billion in cash to Barrick for the purchase of these operations subject to final adjustments. These unaudited pro forma consolidated financial statements assume that there will be no tax consequences to Goldcorp on the purchase of these operations from Barrick. In addition, these unaudited pro forma financial statements show the effect of the acquisition of Wheaton River Minerals Ltd. (“Wheaton”) that completed on February 14, 2005 as if it had occurred on January 1, 2005. These pro forma consolidated financial statements have been compiled from, and include:

	(a)		A pro forma consolidated balance sheet combining the unaudited consolidated balance sheet of Goldcorp as at March 31, 2006 and the unaudited combined balance sheet of the Placer Dome operations and projects as at March 31, 2006.
	(b)		A pro forma consolidated statement of operations combining the unaudited consolidated statement of operations of Goldcorp for the three months ended March 31, 2006 with the unaudited combined statement of operations of the Placer Dome operations and projects for the three month period ended March 31, 2006.
	(c)		A pro forma consolidated statement of operations combining the audited consolidated statement of operations of Goldcorp for the year ended December 31, 2005 and the audited combined statement of operations of the Placer Dome operations and projects for the year ended December 31, 2005 and the unaudited operations of Wheaton for the period from January 1, 2005 to the date of acquisition of February 14, 2005.

The pro forma consolidated balance sheet as at March 31, 2006 has been prepared as if the transactions described in Note 3 had occurred on March 31, 2006. The pro forma consolidated statements of operations for the three months ended March 31, 2006 and for the year ended December 31, 2005 have been prepared as if the transactions described in Note 3 had occurred on January 1, 2005.

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

1. BASIS OF PRESENTATION (Continued)

		It is management’s opinion that these pro forma consolidated financial statements present in all material respects, the transactions described in Note 3, in accordance with Canadian GAAP. The accounting policies used in the preparation of these statements are consistent with Goldcorp’s accounting policies for the year ended December 31, 2005. The pro forma consolidated financial statements are not intended to reflect the results of operations or the financial position of Goldcorp which would have actually resulted had the transactions been effected on the dates indicated. Actual amounts recorded upon consummation of the agreement will likely differ from those recorded in the unaudited pro forma consolidated financial statement information. Any potential synergies that may be realized and integration costs that may be incurred upon consummation of the transaction have been excluded from the unaudited pro forma financial statement information. Further, the pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future.
		Certain elements of the Goldcorp, Placer Dome Operations and projects consolidated financial statements have been reclassified to provide a consistent format.
		The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of Goldcorp and Placer Dome.
		These pro forma financial statements have been reconciled to United States GAAP in Schedule I.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of this unaudited pro forma consolidated financial statement information are those set out in Goldcorp’s audited consolidated financial statements for the year ended December 31, 2005. In preparing the unaudited pro forma consolidated financial information a review was undertaken to identify Placer Dome accounting policy differences where the impact was potentially material and could be reasonably estimated. Further accounting policy differences may be identified after consummation of the proposed acquisition of Placer Dome. The significant accounting policies of Goldcorp conform in all material respects to those of Placer Dome.

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

3. BUSINESS ACQUISITIONS

	(a)		Agreement with Barrick
			On October 30, 2005, Goldcorp entered into an agreement with Barrick to acquire certain assets and operations in the event that Barrick was successful in its offer to acquire all the outstanding shares of Placer Dome. On January 19, 2006 and February 3, 2006, Barrick acquired 80% and 14%, respectively, of the shares of Placer Dome. On March 15, 2006, Barrick acquired the remaining shares of Placer Dome pursuant to a compulsory acquisition under the Canadian Business Corporations Act. On May 12, 2006, Goldcorp purchased from Barrick certain of Placer Dome’s Canadian and other assets for cash of approximately $1.61 billion, subject to final adjustment. Goldcorp acquired Placer Dome’s interests in the Campbell, Porcupine, and Musselwhite gold mines in Ontario, and its 50% interest in the La Coipa gold/silver mine in Chile. Goldcorp also acquired a 40% interest in the Pueblo Viejo development project in the Dominican Republic, together with Placer Dome’s interests in its Canadian exploration properties, including Mount Milligan copper/gold deposit in British Columbia.
			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 acquire. The results of operations of the acquired assets will be included in the consolidated financial statements of Goldcorp from May 12, 2006. Goldcorp is currently undergoing an exercise to value the identifiable assets and liabilities acquired, including any goodwill that arose in the acquisition. The actual amounts recorded on the acquisition will differ from the amounts recorded in this unaudited pro forma consolidated financial statement information.
			The unaudited pro forma consolidated financial information assumes the cost of acquisition will include the purchase price of $1.61 billion plus transaction costs of $15 million, equalling a total purchase price of $1.625 billion.

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

3. BUSINESS ACQUISITIONS (Continued)

	(a)		Agreement with Barrick (continued)
			Goldcorp has not yet determined the fair value of all identifiable assets and liabilities acquired, the amount of the purchase price that may be allocated to goodwill, or the complete impact of applying purchase accounting on the income statement. Therefore, after reflecting the pro forma purchase adjustments identified to date, the excess of the purchase consideration over the adjusted book values of Placer Dome’s assets and liabilities has been presented as “unallocated purchase price.” Goldcorp is currently undergoing a process whereby the fair value of all identifiable assets and liabilities acquired as well as any goodwill arising upon the acquisition will be determined. On completion of valuations, with a corresponding adjustment to the historic carrying amounts of mining interests, or on recording of any finite life intangible assets on acquisition, these adjustments will impact the measurement of amortization recorded in the consolidated income statements of Goldcorp for periods after the date of acquisition. Goldcorp estimates that a $100 million adjustment to the carrying amount of mining interests of Placer Dome would result in a corresponding adjustment to amortization expense in the pro forma consolidated statement of earnings by approximately $1.6 million for the three months ended March 31, 2006 and $6.25 million for the year ended December 31, 2005. No pro forma adjustments have been reflected for any changes in future tax assets or liabilities that would result from recording Placer Dome’s identifiable assets and liabilities at fair value as the process of estimating the fair value of identifiable assets and liabilities is not complete.

Purchase price		$	1,610,000
Acquisition costs			15,000
		$	1,625,000
Net assets acquired
Current assets		$	54,125
Other assets			15,894
Mining interests			276,498
Liabilities			(142,190	)
Unallocated purchase price			1,420,673
		$	1,625,000

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

3. BUSINESS ACQUISITIONS (Continued)

	(b)		Acquisition of Wheaton River Minerals Ltd.
			On December 6, 2004, Goldcorp and Wheaton issued a joint press release announcing 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 a special dividend 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 the special meeting of shareholders, approximately 65% of Goldcorp shareholders who voted were in favour of approval of the issuance of additional Goldcorp common shares to effect the acquisition of Wheaton. As of February 14, 2005, approximately 70% of the outstanding Wheaton common shares (403,165,952 shares) were tendered to Goldcorp’s offer. This satisfied the minimum two-thirds bid requirement under the terms of the offer to acquire Wheaton. On the same day, Goldcorp extended the offer expiry date to February 28, 2005 to give remaining Wheaton shareholders more time to tender their shares. With conditions met, the special $0.50 per share dividend, totaling approximately $95 million, payable to Goldcorp shareholders of record on February 16, 2005, was paid on February 28, 2005.
			As of March 10, 2005, Goldcorp held approximately 82% of the outstanding Wheaton common shares. Goldcorp and a subsidiary entered into a series of transactions with Wheaton that resulted in Goldcorp owning 100% of Wheaton common shares on April 15, 2005. Further, the series of transactions resulted in each Wheaton warrant or stock option, which gives the holder the right to acquire common shares of Wheaton, being exchanged for a warrant or stock option of Goldcorp which gives 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. The Wheaton options and warrants have been included as part of the purchase price consideration.
			This business combination has been accounted for as a purchase transaction, with Goldcorp being identified as the acquirer and Wheaton as the acquiree.

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

3. BUSINESS ACQUISITIONS (Continued)

(b)		Acquisition of Wheaton River Minerals Ltd. (continued)
		The allocation of the purchase price is summarized in the table below:

Purchase price
143.8 million common shares of Goldcorp		$	1,887,431
Stock options and warrants of Goldcorp exchanged for those of Wheaton			321,633
Acquisition costs			25,959
		$	2,235,023
Net assets acquired
Cash and short-term investments		$	168,663
Marketable securities			4,348
Other non-cash working capital			810
Mining interests			2,502,116
Silver purchase contract			77,489
Stockpiled ore, non-current			55,286
Other long-term assets			3,767
Future income taxes, net			(631,789	)
Reclamation, closure costs and obligations			(24,457	)
Employee future benefits and other			(5,296	)
Other liabilities			(10,258	)
Non-controlling interests			(54,908	)
Net identifiable assets			2,085,771
Residual purchase price allocated to goodwill			149,252
		$	2,235,023

The fair value of the Goldcorp shares issued is based on the deemed issuance of 143.8 million Goldcorp common shares at $13.13 being the average share price of Goldcorp two days before, the day of, and two days after February 8, 2005, the day when the special $0.50 dividend was announced in connection with the offer to acquire Wheaton, adjusted for the special $0.50 dividend.

GOLDCORP INC.

Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

4.		PRO FORMA ASSUMPTIONS AND ADJUSTMENTS
		Pro forma adjustments to consolidated balance sheet
		The unaudited pro forma consolidated balance sheet reflects the following adjustments as if the transaction with Barrick had occurred on December 31, 2005:

	(a)		The fair value allocation is in progress and is not yet complete. Currently, the excess of the purchase consideration over the adjusted book values of Placer Dome’s assets and liabilities of $1.42 billion has been presented as “unallocated purchase price.” A reduction in Placer Dome assets acquisition costs of $252.2 million to reflect the $250 million pre-payment made in January 2006 and the $2.2 million in acquisition costs already incurred. An increase in accounts payable by $12.8 million to record estimated transaction costs relating to the acquisition of Placer Dome operations. A decrease in cash of $60 million to reflect the cash component required to finance the balance of $1.61 billion purchase price in conjunction with the financing of $1.3 billion in long-term debt.
	(b)		To record the issuance of 54,446,000 common shares upon the exercise of 166,623,000 warrants for gross proceeds of $456.5 million and warrant issue costs of $4.5 million pursuant to the short form base shelf prospectus filed by the Company on May 5, 2006. Net proceeds have been used to reduce debt.

		Pro forma adjustments to consolidated statements of earnings
		The unaudited pro forma consolidated statements of earnings reflect the following adjustments as if the acquisition of certain Placer Dome operations and the acquisition of Wheaton had occurred on January 1, 2005:

	(c)		An increase in interest expense of $10.6 million for the three month period ended March 31, 2006 and $42.4 million for the year ended December 31, 2005 to reflect the interest expense on the long-term debt of $1.3 billion less $451.5 million of net cash proceeds received on the exercise of warrants.
	(d)		To reverse the non-controlling interest share of income arising from Goldcorp owning 82% of Wheaton between February 15, 2005 and April 15, 2005.
	(e)		To record adjustments to depletion expense resulting from adjustments to asset carrying values in the purchase allocations relating to Wheaton assets.
	(f)		To record the tax effect of the pro forma adjustments at 40%.

GOLDCORP INC.
Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

5.		PRO FORMA EARNINGS PER SHARE
		Since the purchase agreement with Barrick is a cash transaction, there is no impact to the calculation of the weighted average number of Goldcorp shares outstanding. The weighted average shares outstanding have been adjusted to reflect the additional shares of the Wheaton effective January 1, 2005.
		Basic earnings per share

		Three months
		ended				Year ended
		March 31,				December 31,
		2006				2005
Weighted average number of Goldcorp shares outstanding for the period			340,961				314,292
Adjustment to reflect acquisition of 100% of Wheaton, effective January 1, 2005			—				21,631
Adjustment to reflect acquisition of the Éléonore Gold project, effective January 1, 2005			19,095				19,310
Adjustment to reflect exercise of 166,623,000 warrants effective January 1, 2005			54,446				54,446
Pro forma weighted average number of shares outstanding for the period			414,502				409,679
Pro forma adjusted net earnings		$	8,838			$	269,600
Pro forma adjusted basic earnings per share		$	0.02			$	0.66

GOLDCORP INC.
Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

5.		PRO FORMA EARNINGS PER SHARE (Continued)
		Diluted earnings per share

		Three months
		ended				Year ended
		March 31,				December 31,
		2006				2005
Pro forma average number of Goldcorp shares outstanding for the period			414,502				409,679
Dilutive effect of stock options			5,250				3,270
Pro forma average number of Goldcorp shares outstanding for the period — diluted			419,752				412,949
Pro forma adjusted net earnings		$	8,838			$	269,600
Pro forma adjusted earnings per share — diluted		$	0.02			$	0.65

6.		RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
		Significant differences between Canadian and US GAAP, as they affect the pro forma financial statements, are as follows and are reflected on Schedule I:

	(a)		Under Canadian GAAP, the Companies accounted for their joint venture interests in Alumbrera and La Coipa on a proportionate consolidated basis. Under US GAAP, the Companies are required to equity account for their investments in Alumbrera and La Coipa and record in operations their proportionate share of Alumbrera and La Coipa net earnings in accordance with US GAAP.
			In addition, on January 1, 2006, La Coipa prospectively adopted the consensus of the Emerging Issues Task Force (“EITF”) of the FASB Issue 04-6 that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. The cumulative effect of the change in policy on Placer Operations’ share of La Coipa earnings was a decrease of $18,286,000 decreasing the equity in La Coipa earnings from $9,408,000 to ($8,878,000) for the three months ended March 31, 2006.
			La Coipa is the only Goldcorp Operation that incurs deferred stripping costs under Canadian GAAP.

GOLDCORP INC.
Notes to the Pro Forma Condensed Consolidated Financial Statements
Three months ended March 31, 2006 and year ended December 31, 2005
(Unaudited)
(Tabular amounts expressed in thousands of United States Dollars, except per share amounts)

6.

RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

	(b)		Under US GAAP (FAS 115), investments in securities would be classified as available-for-sale securities and carried at fair value. The unrealized holding gains at March 31, 2006 and December 31, 2005 on available-for-sale securities are not recognized under Canadian accounting principles, but are recognized under United States accounting principles as a component of comprehensive income and reported as a net amount in a separate component of shareholders’ equity until realized. The amounts recorded in comprehensive income are shown net of tax expense (recovery) of $0.6 million for March 31, 2006 and $(0.6 million) for December 31, 2005.
	(c)		In 2003, certain changes to income tax legislation affecting mining companies became law; however, the enabling regulations which quantify the deduction for mining taxes paid permitted by this change in legislation (which is considered to substantively enacted for Canadian GAAP purposes) had not yet received the required approval to be considered enacted for US GAAP purposes. Consequently for US GAAP purposes the three months ended March 31, 2006 and year ended December 31, 2005 results have been restated to remove the benefit accrued for the deduction for income tax purposes of actual provincial and other Crown royalties and mining taxes paid as at March 31, 2006. The benefits of this change in legislation will be recognized for US GAAP purposes when the approval for the amendments to the regulations has been given. The net effect of the restatement is to increase the tax provision for the three months ended March 31, 2006 by an amount of $0.6 million and the year ended December 31, 2005 by an amount of $2.3 million.
	(d)		Effective January 1, 2005, Placer Dome operations changed its accounting policy with respect to termination obligations, whereby the liability accrued will represent the obligation to date for all employees at mine sites. The amount of the liability is subject to re-measurement at each reporting period. This differs from the prior practice, which involved accruing for the estimated termination costs through annual charges to earnings over the estimated life of the mine. The effect of the change in policy on the combined statement of earnings in 2005 was $3.3 million.

GOLDCORP INC.
US GAAP Reconciliation
Pro Forma Balance Sheet
March 31, 2006
(Unaudited)
(Expressed in thousands of United States Dollars)		Schedule I

										Placer Dome
										Operations
		Pro forma				Goldcorp				and projects
		Canadian				US GAAP				US GAAP				Pro forma
		GAAP				adjustments				adjustments				US GAAP
						(a), (b), (c)				(a)
ASSETS
Cash and cash equivalents		$	123,296			$	(19,029	)		$	(11,197	)		$	93,070
Other current assets			283,997				(105,504	)			(6,693	)			171,800
			407,293				(124,533	)			(17,890	)			264,870
Mining interests			4,029,425				(710,648	)			(54,626	)			3,264,151
Equity investment			—				600,949				36,496				637,445
Other non-current assets			2,073,218				(53,811	)			(3,192	)			2,016,215
		$	6,509,936			$	(288,043	)		$	(39,212	)		$	6,182,681
LIABILITIES
Current		$	296,190			$	(85,961	)		$	(8,326	)		$	201,903
Non-current			2,128,207				(187,587	)			(12,601	)			1,928,019
			2,424,397				(273,548	)			(20,927	)			2,129,922
Non-controlling interests			149,999				—				—				149,999
SHAREHOLDERS’ EQUITY			3,935,540				(14,495	)			(18,285	)			3,902,760
		$	6,509,936			$	(288,043	)		$	(39,212	)		$	6,182,681

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

GOLDCORP INC.
US GAAP Reconciliation
Pro Forma Statement of Operations
Three months ended March 31, 2006
(Unaudited)		Schedule I
(Expressed in thousands of United States Dollars)		(continued)

										Placer Dome
										Operations
		Pro forma				Goldcorp				and projects
		Canadian				US GAAP				US GAAP				Pro forma
		GAAP				adjustments				adjustments				US GAAP
						(a), (b), (c)				(a)
REVENUES		$	373,217			$	(124,967	)		$	(22,458	)		$	225,792
Operating expenses			146,139				(27,540	)			(12,562	)			106,037
Depreciation and depletion			57,543				(18,639	)			(2,831	)			36,073
Earnings (loss) from mine operations			169,535				(78,788	)			(7,065	)			83,682
Corporate administration			9,585				—				—				9,585
Resource development, technology and other			1,215				—				—				1,215
Exploration			10,565				—				(388	)			10,177
Earnings (loss) from operations			148,170				(78,788	)			(6,677	)			62,705
OTHER INCOME (EXPENSE)
Interest and other income			(36,046	)			(850	)			(179	)			(37,075	)
Stock option expense			(3,399	)			—				—				(3,399	)
Equity earnings			—				53,436				(8,878	)			44,558
			(39,445	)			52,586				(9,057	)			4,084
Earnings (loss) before taxes and non-controlling interests			108,725				(26,202	)			(15,734	)			66,789
Income tax (expense) recovery			(94,222	)			23,658				(2,552	)			(73,116	)
Earnings (loss) before non-controlling interests			14,503				(2,544	)			(18,286	)			(6,327	)
Non-controlling interests			(5,665	)			—				—				(5,665	)
Net earnings (loss)			8,838				(2,544	)			(18,286	)			(11,992	)
OTHER COMPREHENSIVE INCOME
Unrealized losses on securities, net of reclassification adjustment			—				2,421				—				2,421
Comprehensive income (loss)		$	8,838			$	(123	)		$	(18,286	)		$	(9,571	)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

GOLDCORP INC.
US GAAP Reconciliation
Pro Forma Statement of Operations
Year ended December 31, 2005
(Unaudited)		Schedule I
(Expressed in thousands of United States Dollars)		(continued)

										Placer Dome
										Operations
		Pro forma				Goldcorp				and projects
		Canadian				US GAAP				US GAAP				Pro forma
		GAAP				adjustments				adjustments				US GAAP
						(a), (b), (c)				(a), (d)
REVENUES		$	1,263,419			$	(299,225	)		$	(59,807	)		$	904,387
Operating expenses			545,705				(100,266	)			(40,447	)			404,992
Depreciation and depletion			193,204				(59,018	)			(9,405	)			124,781
Earnings (loss) from mine operations			524,510				(139,941	)			(9,955	)			374,614
Corporate administration			36,698				—				—				36,698
Resource development, technology and other			23,524				—				(137	)			23,387
Exploration			30,379				—				(1,112	)			29,267
Earnings (loss) from operations			433,909				(139,941	)			(8,706	)			285,262
OTHER INCOME (EXPENSE)
Interest and other income			(23,862	)			3,701				99				(20,062	)
Stock option expense			(14,029	)			—				—				(14,029	)
Corporate transaction costs			(3,592	)			—				—				(3,592	)
Dilution gain			18,732				—				—				18,732
Equity earnings			—				92,728				7,143				99,871
			(22,751	)			96,429				7,242				80,920
Earnings before taxes and non-controlling interests			411,158				(43,512	)			(1,464	)			366,182
Income tax (expense) recovery			(132,567	)			41,169				2,050				(89,348	)
Cumulative change in accounting policy			—				—				(3,328	)			(3,328	)
Earnings before non-controlling interests			278,591				(2,343	)			(2,742	)			273,506
Non-controlling interests			(8,991	)			—				—				(8,991	)
Net earnings			269,600				(2,343	)			(2,742	)			264,515
OTHER COMPREHENSIVE INCOME
Unrealized losses on securities, net of reclassification adjustment			—				(2,648	)			—				(2,648	)
Cumulative translation adjustment			—				(5,814	)			—				(5,814	)
Comprehensive income (loss)		$	269,600			$	(10,805	)		$	(2,742	)		$	256,053

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

COMBINED FINANCIAL STATEMENTS OF
OPERATIONS TO BE ACQUIRED BY GOLDCORP

December 31, 2005
December 31, 2004
September 30, 2005 (unaudited)

Auditors’ Report

To the Directors of Placer Dome (CLA) Limited:

We have audited the combined balance sheets of the Operations to be Acquired by Goldcorp as at December 31, 2005 and 2004 and the combined statements of earnings (loss) and Placer Dome’s net investment and cash flows for each of the years ended December 31, 2005 and 2004. These financial statements are the responsibility of Placer Dome (CLA) Limited’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these combined financial statements present fairly, in all material respects, the financial position of the Operations to be Acquired by Goldcorp as at December 31, 2005, and 2004 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

Vancouver, Canada February 13, 2006		Chartered Accountants

OPERATIONS TO BE ACQUIRED BY GOLDCORP
COMBINED STATEMENTS OF EARNINGS (LOSS) AND PLACER DOME’S NET
INVESTMENT
(thousands of U.S. dollars, Canadian GAAP)
(See Note 1)

										Nine months
										ended
		Year ended				Year ended				September 30,
		December 31,				December 31,				2005
		2005				2004				(unaudited)
		$				$				$
Sales (note 2)			310,817				298,966				232,632
Cost of sales			219,996				194,010				163,157
Depreciation and depletion (note 2)			44,552				47,877				32,613
Mine operating earnings (note 2)			46,269				57,079				36,862
General and administrative			4,443				5,158				2,775
Exploration			21,990				21,120				16,017
Resource development and other (note 3)			23,524				10,816				8,227
Operating earnings (loss)			(3,688	)			19,985				9,843
Interest, financing and other (note 9)			(1,724	)			(2,884	)			(1,707	)
Earnings (loss) before taxes and other items			(5,412	)			17,101				8,136
Income and resource tax provision (note 4 )			(1,874	)			(7,148	)			(2,243	)
Net earnings (loss)			(7,286	)			9,953				5,893

										Nine months
										ended
		Year ended				Year ended				September 30,
		December 31,				December 31,				2005
		2005				2004				(unaudited)
		$				$				$
Placer Dome’s net investment
Balance, beginning of period			195,976				215,159				195,976
Net earnings (loss)			(7,286	)			9,953				5,893
Net contributions by (distributions to) Placer Dome			7,414				(29,136	)			(1,552	)
Balance, end of the period			196,104				195,976				200,317

(See accompanying notes to combined financial statements)

OPERATIONS TO BE ACQUIRED BY GOLDCORP
COMBINED BALANCE SHEETS
(thousands of United States dollars, Canadian GAAP)
(see Note 1)
ASSETS

										September 30,
		December 31,				December 31,				2005
		2005				2004				(unaudited)
		$				$				$
Current assets
Cash and cash equivalents			8,623				7,355				4,233
Accounts receivable			7,406				7,857				6,708
Income and resource tax assets			412				—				2
Inventories (note 5)			32,462				34,643				32,785
			48,903				49,855				43,728
Income and resource tax assets (note 4)			210				7				54
Long-term stockpiles			10,645				10,230				10,437
Other assets (note 6)			3,477				3,116				3,114
Deferred stripping (note 7(c))			23,134				17,570				24,692
Property, plant and equipment (note 7)			252,699				242,799				247,052
			339,068				323,577				329,077

LIABILITIES AND PLACER DOME’S NET INVESTMENT

										September 30,
		December 31,				December 31,				2005
		2005				2004				(unaudited)
		$				$				$
Current liabilities
Overdraft			9,143				11,187				9,720
Accounts payable and accrued liabilities (note 8)			35,724				38,688				32,284
Income and resource tax liabilities			6,876				6,204				7,172
Current portion of capital leases (note 10)			87				84				213
			51,830				56,163				49,389
Capital leases (note 10)			127				222				154
Reclamation and post closure obligations (note 11)			65,634				47,945				53,681
Other post closure obligations			24,100				20,651				24,025
Deferred credits and other liabilities			3				261				5
Income and resource tax liabilities (note 4)			1,270				2,359				1,506
Commitments and contingencies (note 11)
Total liabilities			142,964				127,601				128,760
Placer Dome’s net investment			196,104				195,976				200,317
			339,068				323,577				329,077

(See accompanying notes to combined financial statements)

OPERATIONS TO BE ACQUIRED BY GOLDCORP
COMBINED STATEMENTS OF CASH FLOWS
(thousands of United States dollars, Canadian GAAP)
(see Note 1)

										Nine months
										ended
		Year ended				Year ended				September 30,
		December 31,				December 31,				2005
		2005				2004				(unaudited)
		$				$				$
Operating activities
Net earnings (loss)			(7,286	)			9,953				5,893
Depreciation and depletion			44,552				47,877				32,613
Deferred stripping adjustments			(5,136	)			(5,692	)			(6,583	)
Deferred income and resource taxes			(3,119	)			(1,406	)			(2,457	)
Deferred reclamation			19,548				5,249				9,126
Other items, net			3,322				1,989				2,357
Cash from operations before change in non-cash operating working capital			51,881				57,970				40,949
Change in non-cash operating working capital (note 13)			(2,432	)			10,225				(5,018	)
Cash from operations			49,449				68,195				35,931
Investing activities
Property, plant and equipment (note 7)			(54,641	)			(43,658	)			(37,934	)
Disposition of assets and investments			1,492				899				1,151
Other, net			(268	)			249				79
			(53,417	)			(42,510	)			(36,704	)
Financing activities
Capital leases			(95	)			(887	)			57
Net contributions by (distributions to) Placer Dome			7,375				(30,358	)			(939	)
			7,280				(31,245	)			(882	)
Increase (Decrease) in cash and cash equivalents			3,312				(5,560	)			(1,655	)
Cash and cash equivalents
Beginning of period			(3,832	)			1,728				(3,832	)
End of period			(520	)			(3,832	)			(5,487	)
Cash and cash equivalents comprise of:
Cash			8,623				7,355				4,233
Overdraft			(9,143	)			(11,187	)			(9,720	)
			(520	)			(3,832	)			(5,487	)

(See accompanying notes to combined financial statements)

NOTES TO THE COMBINED FINANCIAL STATEMENTS OF OPERATIONS
TO BE ACQUIRED BY GOLDCORP

December 31, 2005, December 31, 2004 and September 30, 2005 (unaudited)
(all amounts are in thousands of U.S. dollars,
except where otherwise indicated, Canadian GAAP)

1.		Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies
		Goldcorp Inc. (“Goldcorp”) has entered into a bid support and purchase agreement (the “Agreement”) with Barrick Gold Corporation (“Barrick”) dated October 30, 2005. This agreement was entered into in conjunction with a bid by Barrick on October 31, 2005 for the common shares of Placer Dome Inc. (“Placer Dome”). Pursuant to the provisions of the Agreement Goldcorp has agreed to acquire all of Placer Dome’s Canadian properties and operations (the “Goldcorp Transaction”), including all historic mining, reclamation and exploration properties, Placer Dome’s interest in the La Coipa mine in Chile, and 40% of Placer Dome’s interest in the Pueblo Viejo project in the Dominican Republic. Goldcorp has also agreed to be responsible for all liabilities relating solely to these assets, including employment commitments and environmental, closure and reclamation liabilities. The assets noted are held either directly or indirectly by Placer Dome (CLA) Limited (“PDCLA”) which after certain re-structuring will be sold to Goldcorp. The Goldcorp Transaction will be effected following Barrick’s acquisition of 100% of the Placer Dome common shares. On February 3, 2006, Barrick owned approximately 94% of Placer Dome and is proceeding with compulsory acquisition to acquire the remaining outstanding shares. Negotiations between Barrick and Goldcorp are ongoing to more specifically identify all the assets to be acquired and liabilities to be assumed by Goldcorp.
		The financial statements for “Operations to be acquired by Goldcorp” set out the actual assets, liabilities, revenues, expenses, and cash flows of Placer Dome’s businesses that are to be acquired by Goldcorp pursuant to the Agreement described above as at and for the periods shown. These include the Campbell Mine, the proportionate share of the Musselwhite (68%), Porcupine (51%) and La Coipa (50%) joint ventures, a 40% proportionate interest in the Pueblo Viejo development property, and various Canadian properties which are no longer producing gold but which are incurring reclamation expenditures. In addition to these items, the costs related to Canadian exploration and certain administrative personnel in Placer Dome’s Toronto office have been included. These operations have been managed by Placer Dome throughout the reported periods.
		Operations to be Acquired by Goldcorp Inc. (collectively, “Placer operations”) are engaged in gold mining and related activities, including exploration, extraction, processing, refining and reclamation. Gold which is produced in Canada and Chile is the primary product and is sold to the world market. Placer operations also produce and sell quantities of silver.
		Placer operations’ cash flow and profitability is dependent primarily on the quantity of metals produced, metal prices, operating costs, environmental costs, and discretionary expenditure levels including exploration, technology, resource development and general and administrative. Since Placer operations operate internationally, exposure also arises from fluctuations in currency exchange rates, political risks and varying levels of taxation.
		The U.S. dollar is the principal currency of measure of all the Placer operations. The Placer operations combined financial statements are prepared in United States (“U.S.”) dollars and in accordance with Canadian generally accepted accounting principles (“GAAP”). Significant differences in the combined financial statements of net earnings between the U.S. and Canadian GAAP are described in note 14 to these financial statements.

The significant accounting policies used in these Canadian GAAP combined financial statements, which are consistent with the accounting policies of Placer Dome, are as follows:

Use of Estimates

The preparation of financial statements in conformity with Canadian GAAP requires operations management to make estimates and assumptions about future events that affect the amounts reported in the combined financial statements and related notes to the financial statements. These estimates by operations management are consistent with the estimation process established by Placer Dome, actual results may differ.

Revenue Recognition

Gold revenue is recognized in the accounts upon delivery when title passes.

Reclamation and Closure Costs

The estimated fair value of liabilities for asset retirement obligations are recognized in the period in which they are incurred. A corresponding increase to the carrying amount of the related asset (where one is identifiable) is recorded and depreciated over the life of the asset. Where a related asset is not easily identifiable with a liability, the change in fair value over the course of the year is expensed. The amount of the liability is subject to re-measurement at each reporting period. The estimates are based principally on legal and regulatory requirements. It is possible that estimates of the ultimate reclamation and closure liabilities could change as a result of changes in regulations, the extent of environmental remediation required, the means of reclamation or cost estimates. Changes in estimates are accounted for prospectively from the period the estimate is revised.

Foreign Currency Translation

Transaction amounts denominated in foreign currencies (currencies other than U.S. dollars) are translated into U.S. dollars at exchange rates prevailing at the transaction dates. Carrying values of non-U.S. dollar monetary assets and liabilities are adjusted at each balance sheet date to reflect the U.S. exchange rate prevailing at that date. Gains and losses arising from restatement of foreign currency monetary assets and liabilities at each period end are included in earnings.

Exploration and Development

Exploration costs are charged against earnings as incurred. Significant costs related to property acquisitions from business combinations including allocations for undeveloped mineral interests are capitalized until the viability of the mineral interest is determined. When it has been established that a mineral deposit is commercially mineable and a decision has been made to formulate a mining plan (which occurs upon completion of a positive economic analysis of the mineral deposit), the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized. Capitalized amounts may be written down if future cash flows, including potential sales proceeds, related to the property are projected to be less than the carrying value of the property. If no mineable ore body is discovered, capitalized acquisition costs are expensed in the period in which it is determined that the mineral property has no future economic value.

Costs incurred during the start-up phase of a mine are expensed as incurred. Ongoing mining expenditures on producing properties are charged against earnings as incurred. Major development expenditures incurred to expose the ore, increase production or extend the life of an existing mine are capitalized.

Cash and Cash Equivalents

Cash and cash equivalents include short-term money market instruments which, on acquisition, have an original term to maturity of three months or less.

Inventories

Product inventories are valued at the lower of average production cost and net realizable value.

In-process inventories, including ore stockpiles, are valued at the lower of average production cost and net realizable value, after a reasonable allowance for further processing costs.

Materials and supplies are valued at the lower of average cost and replacement cost.

Property, Plant and Equipment

Property, plant and equipment, including costs associated with mineral properties under development, are carried at cost less depreciation and depletion.

Assets in use in commercial production are subject to depreciation and depletion over their estimated economic lives. For mineral properties, deferred development and buildings and machinery, the unit-of-production method is applied where the mine operating plan calls for production from well-defined mineral ore reserves. Where total mineral reserves are not determinable because ore bearing structures are open at depth or are open laterally, the straight-line method is applied over the estimated life of each mine. For mobile and other equipment, the straight-line method is applied over the estimated lives of the assets.

Annually, or more frequently as circumstances require (such as a decrease in metal prices, an increase in operating costs, a decrease in mineral reserves or a change in foreign exchange rates), reviews are undertaken to evaluate the carrying values of operating mines and development properties. Estimated undiscounted future net cash flows from each mine and non-operating property are calculated using estimated future production, sales prices (considering historical and current prices, price trends and related factors), operating and capital costs and reclamation costs. If it is determined that the future cash flows from a mine or non-operating property are less than the carrying value, a write-down to the estimated fair value is made with a charge to earnings.

Estimates of future cash flows are subject to risks and uncertainties. It is reasonably possible that changes in estimates could occur which may affect the expected recoverability of the investments in mineral properties.

Pension Plans

Placer operations have both defined contribution and defined benefits pension plans. The costs of the defined contribution pension plans, representing Placer operations’ required contribution, and the costs of the defined benefit pension plans, determined based on the actuarial present value of expected future benefits attributed to the period, are charged to earnings in the period. Adjustments arising from plan amendments, experience gains and losses and changes in actuarial assumption are amortized to earnings over the expected average remaining service lives of the respective employee groups. Pension asset at September 30, 2005, December 31, 2005 and December 31, 2004 was $647, $663 and $569, respectively. Pension expense of $554, $738 and $618 has been recorded for the nine months ended September 30, 2005 and years ended December 31, 2005 and December 31, 2004, respectively.

Deferred stripping

Mining costs incurred related to the removal of waste rock at open-pit mines, commonly referred to as “stripping costs”, are generally capitalized under property, plant and equipment. Amortization, which is calculated using the units of production method based on recovered ounces of gold or pounds of copper, is charged to cost of sales as gold or copper is produced and sold, using a stripping ratio calculated as the ratio of total tonnes of rock to be moved to total ounces of gold or total pounds of copper expected to be recovered over the life of open pits.

This policy results in the expensing of stripping costs over the lives of the open pits as gold or copper is produced and sold. Stripping costs are included in the carrying amount of Placer operations ’ mining properties for the purpose of assessing whether any impairment has occurred.

Income and Resource Taxes

The provision for income and resource taxes is based on the liability method. Future income taxes arise from the recognition of the tax consequences of temporary differences by applying statutory tax rates applicable to future years to differences between the financial statements carrying amounts and the tax bases of certain assets and liabilities. The Placer operations record a valuation allowance against any portion of those future income tax assets that management believes will, more likely than not, fail to be realized. On business acquisitions, where differences between assigned values and tax bases of assets acquired (other than non-tax deductible goodwill) and liabilities assumed exist, the Placer operations recognize the future income tax assets and liabilities for the tax effects of such differences. Deferred withholding taxes are provided on the unremitted net earnings of foreign subsidiaries and associates to the extent that dividends or other repatriations are anticipated in the future and will be subject to such taxes.

Termination Benefits Obligations

Termination benefits obligations for operating mines represent the obligation to date for all employees at mine sites. The amount of liability is subject to re-measurement at each reporting period.

Financial assets and liabilities

The fair value of the financial assets and liabilities is equal to the book value as disclosed. None of the operating assets included in the Placer operations engage in hedging activities.

2.		Business Segments
		All of the Placer operations are within the mining sector. Due to geographic and political diversity, Placer operations are decentralized whereby Mine General Managers are responsible for achieving specified business results within a framework of global policies and standards. Country corporate offices provide support infrastructure to the mines in addressing local and country issues including financial, human resource and exploration support. Major products are gold and silver produced from mines located in Canada and Chile.

(a)

Product segments

										Nine months
										ended
		Year ended				Year ended				September 30,
		December 31,				December 31,				2005
		2005				2004				(unaudited)
		$				$				$
Gold			289,883				276,368				216,613
Silver			20,934				22,598				16,019
			310,817				298,966				232,632