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Peñasquito is a 100% owned development project consisting of two open pits, Peñasco and Chile Colorado. Peñasquito is currently producing oxide and sulphide ore from the Peñasco pit. The oxide ore, which is ancillary to the primary operation, is directly hauled to a leach facility which commenced pre-commissioning production in the second quarter of 2008. The sulphide ore is hauled to both the line 1 mill (“Line 1”), which commenced pre-commissioning production in the fourth quarter of 2009, and to stockpiles. Upon completion of the construction of the line 2 mill (“Line 2”) and high pressure grinding rolls (“HPGR”), Peñasquito’s processing facility will ramp up to a rate of 130,000 tonnes per day. Following ramp-up, annual producti on over the life of mine (estimated at 22 years) is expected to average approximately 500,000 ounces of gold, 28 million ounces of silver, 200 million pounds of lead and over 450 million pounds of zinc. In December 2009, new reserves were calculated using the latest exploration data and the deposit now contains 17.8 million ounces of proven and probable gold reserves, 4.5 million ounces of measured and indicated gold resources and 1.2 million ounces of inferred gold resources. Peñasquito also contains 1.1 billion ounces of proven and probable silver reserves, 391.0 million ounces of measured and indicated silver resources and 81.6 million ounces of inferred silver resources. In addition, Peñasquito contains 7.2 billion and 15.9 billion pounds of proven and probable lead and zinc reserves, respectively, 2.7 billion and 9.1 billion pounds of measured and indicated lead and zinc resources, respectively, and 0.8 billion and 1.6 billion pounds of lead and zinc inferred resources, respectively.

Project status

On March 23, 2010, Goldcorp was pleased to host the President of Mexico, Felipe Calderon, the Governor of Zacatecas, Amalia Garcia, and numerous other Mexican and Canadian government officials along with friends, vendors, contractors and other business partners, and numerous representatives of the surrounding communities at the inauguration of the Peñasquito mine.

Other highlights during the first quarter of 2010 include the following:

·	Average mining rates continue to meet or exceed expectations.

·	Mill throughput at Line 1 is ramping up on or slightly ahead of schedule.

·	Lead and zinc concentrate grades and quality are meeting or exceeding expectations.

·	Construction of Line 2 remains on track for mechanical completion in the third quarter.

Commissioning of Line 2 remains on schedule for the third quarter of 2010. Upon the successful completion of commissioning of Line 2, Peñasquito will be considered to have reached operating levels intended by management and proceeds from sales of metal concentrates and metals from the ancillary heap leach operations will then be recognized as revenues.

·	The majority of components for the HPGR circuit are on site with mechanical completion expected during the fourth quarter of 2010.

·	Full production ramp-up to the designed 130,000 tonnes per day capacity remains on track for early 2011 with the construction of the HPGR circuit.

At March 31, 2010, total project expenditures and commitments, excluding sustaining capital and pre-operating expenditures are $1.6 billion, of which $1.5 billion is spent and $67 million is committed. Sustaining capital spent and pre-operating expenditures (oxide and sulphide expenditures, net of respective revenues) at March 31, 2010 are $180.9 million and $34.5 million, respectively.

The current capital estimate to mechanical completion remains at approximately 10% above the November 2007 updated feasibility $1.49 billion estimate, excluding sustaining capital and pre-operating expenditures.

GOLDCORP | 22

First Quarter Report – 2010

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

During the first quarter of 2010, several major milestones were achieved at Peñasquito as follows:

Related to production

For the first quarter ended March 31, 2010, Peñasquito produced 30,700 ounces of gold, consisting of 11,400 ounces from sulphide ore and 19,300 ounces from ancillary heap leaching of the oxide ore cap; 2,078,200 ounces of silver (including 725,300 ounces from the oxide heap leach); 11.8 million pounds of lead; and 17.5 million pounds of zinc. Gold production is expected to ramp up throughout 2010, on track toward previously issued guidance of 180,000 ounces of gold for the year as the proportion of higher quality sulphide ore increases. For the first quarter of 2010, silver, lead and zinc production met or exceeded expectation.

Peñasquito will produce both lead and zinc concentrates over its 22-year mine life, with most of the gold and silver production designed to report to the lead concentrate. The table below summarizes concentrate grades as well as results for 2009 and the first quarter of 2010, which have met or exceeded expectations:

Table 1

Peñasquito Concentrate Grades

	Lead Concentrate	Expected(1)	2009 Actual	Q1-10 Actual
Quality	Lead	52 - 58%	55.3 %	58.5 %
	Gold	20 - 45 g/t	33.3 g/t	34.2 g/t
	Silver	2,000 - 4,000 g/t	4,178 g/t	3,876 g/t
			Zinc 7.3 %	5.5 %

	Zinc Concentrate	Expected(1)	2009 Actual	Q1 Actual
Quality	Zinc	52 – 57%	54.8 %	55.7 %
	Gold	2 – 5 g/t	4.4 g/t	3.6 g/t
	Silver	300 – 400 g/t	662 g/t	567 g/t
			Lead 3.3 %	2.4 %

(1) From Analyst Day May 2009

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First Quarter Report – 2010

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

Related to mining activities

Oxide ore continues to be hauled to the ancillary heap leach facility and sulphide ore is being hauled to the primary crusher or to stockpiles. Total tonnes mined in the first quarter were 43 million, consisting of 6.3 million ore tonnes and 37 million waste tonnes. At March 31, 2010, 10.4 million tonnes of sulphide ore were stockpiled and an additional 1.6 million tonnes were exposed in the pit and available for mining. The in-house Reverse Circulation drilling program continues to identify the ore type and quality ahead of mining.

Related to the operating of processing facilities – Line 1 and Heap-Leach

As of March 31, 2010, 9,600 Dry Metric Tonnes (“DMT”) of lead concentrates and 16,700 DMT of zinc concentrates (21,100 DMT and 32,200 DMT respectively project to date), containing approximately 11,400 ounces of payable gold and 1,352,900 ounces of payable silver (18,500 of payable gold and 2,262,100 of payable silver project to date) had been produced, with qualities that meet commercial specifications, and at costs that were in line with expectations during ramp-up.

Costs related to the concentrate production and the pre-commissioning gold production during the first quarter included mining costs at $1.09 per tonne, processing costs at $7.36 per tonne and operations support costs at $4.21 per tonne, which include fixed costs related to total mine operations and were in line with expectations during the mill ramp in the first quarter. Offsite costs of $433 per DMT of lead sold and $382 per DMT of zinc sold were also incurred which consist primarily of transportation, warehousing, and treatment and refining charges.

The heap leach operation produced pre-commissioning production of 19,300 ounces of gold and 725,300 ounces of silver, with total costs of $9.4 million ($34.5 million project to date). These costs were capitalized and proceeds from sales during the pre-commissioning production phase were offset against capitalized mining costs which are included in pre-operating expenditures.

Related to the construction of processing facilities – Line 2 and High-Pressure Grinding Rolls

Line 1 is consistently operating at designed capacity and the construction of Line 2 is proceeding on schedule for completion during the third quarter of 2010. Line 1 was operating as anticipated and in line with the ramp up schedule with 0.7 million tonnes milled in January, 0.9 million tonnes milled in February and 1.4 million tonnes milled in March.

Construction continues to be focused on Line 2 with the mills set in place. Ball mill motors are installed, work on the SAG mill motor continues, and flotation cells are erected. Steel erection continues in the grinding and lead flotation areas, while concrete work continues in the lead and zinc re-grind areas.

·	The majority of components for the HPGR circuit are on site with mechanical completion expected during the fourth quarter of 2010. Following a ramp-up period, Peñasquito processing is expected to reach the full 130,000 tonnes per day capacity early in 2011.

Related to exploration activities

·	During the first quarter, activities at the site focused on condemnation drilling around the Peñasco pit.

Regional exploration was focused on several targets, with the majority of effort focused on Noche Buena, and drilling in the Mazapil Valley and El Quemado. The growing Noche Buena gold resource and the recently acquired Represa deposit at the Camino Rojo project comprise two important advanced stage satellite exploration projects with strong potential to complement core production at Peñasquito and take advantage of synergies in infrastructure, management and key stakeholder relationships. Exploration at these properties will focus on further definition and upgrade of the Noche Buena oxide gold resource and follow-up on recent high-grade gold intercepts in the sulphides. A geophysical program and an analysis of drill data will be carried out at the Camino Rojo project. Thereafter, a drill program to further define the core Repres a deposit and investigate adjacent zones of sulphide

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First Quarter Report – 2010

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

mineralization is planned, with a supplemental $5 million exploration budget approved for 2010. Regional exploration and drilling activities will continue in the Melchor Ocampo, Mazapil Valley and El Quemado targets.

In-pit crushing & conveying optimization plan adopted

The Company has adopted an in-pit crushing and conveying (“IPCC”) system for waste transportation within its life-of-mine plan. This project refinement is expected to provide significant sustaining capital ($35 million) and operational ($160 million) savings compared to conventional truck-only haulage. Up-front capital for the IPCC system is anticipated to be approximately $155 million with completion expected in 2013. The Company expects to spend approximately $10 million in 2010.

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First Quarter Report – 2010

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

Éléonore Project, Canada

The Éléonore Project is located in the north-east corner of the Opinaca Reservoir in the James Bay region of Québec, Canada. The Éléonore deposit is a major new gold discovery in a relatively unexplored area in the Province of Québec, located in the core of what Goldcorp believes to be a promising new gold district in North America. As of December 31, 2009, the deposit contained 3.2 million ounces of indicated gold resources at an average grade of 11.92 grams per tonne and 6.3 million ounces of inferred gold resources at an average grade of 12.93 grams per tonne.

The 2010 exploration drill program has begun and will concentrate on identifying and defining new ore zones within the hanging wall stratigraphy close to the proposed infrastructure. The program will also look to improve the definition of the edge of the main Roberto ore body. Assay results are pending for the initial holes in the hanging wall. During the remainder of 2010, exploration will also focus on identifying new drill targets on the Éléonore concession outside of the main Roberto ore body.

Sinking of the 725 meter deep exploration shaft commenced during the first quarter of 2010, as planned, with completion targeted for the third quarter of 2012. Site access continues to be enhanced with a strong emphasis on improving the winter road as well as continuing the installation of permanent bridges. Work with respect to delivering grid power to the site by the third quarter of 2010 progressed with the completion of the power line and commencement of civil work on the Éléonore sub-station. Work continued with respect to updating of the pre-feasibility study, which will facilitate a construction decision on the Éléonore project by the 2010 year-end.

Collaborative work continues between Goldcorp, Wemindji and the Grand Council of the Crees to support the advanced exploration program and develop a collaboration agreement for the future mine. The project’s Environmental and Social Impact Study (“ESIA”) was submitted in January 2010.

Capital expenditures during the first quarter of 2010 amounted to $24.0 million. Cumulative expenditures to date amounted to $251.6 million.

Cochenour Project, Canada

The Cochenour/Bruce Channel deposit is located down-dip from Goldcorp’s historic Cochenour mine and is a key component of Goldcorp’s consolidation plans in the Red Lake district. In 2009, a surface drilling program identified strong gold intercepts in the Gap zone between the bottom of the historic Cochenour mine and the top of the Bruce Channel exploration drilling. The intercepts are the latest results in support of a contiguous and significant deposit. For budget and planning purposes, the Company has sized the Cochenour project for a mineable deposit of 5 million gold ounces.

The Cochenour mine was dewatered to the 2200’ Level during the first quarter of 2010 and exploration commenced from the old underground workings of the 2050’ Level to test the GAP zone and the upper portions of the Bruce Channel and Cochenour deposits. Construction continued on the 5 kilometer high speed haulage drift on the 5400 Level to connect to the Red Lake mine.

Work on rehabilitating and upgrading the surface facilities also commenced. Capital expenditures during the first quarter of 2010 amounted to $10.8 million, included in total expenditures on mining interests for Red Lake, consisting of exploration, dewatering, and construction of the high speed haulage drift. The Cochenour project combines the existing workings of Goldcorp’s historic Cochenour mine with the contiguous and down-dip Bruce Channel gold discovery.

GOLDCORP | 26

First Quarter Report – 2010

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

Cerro Blanco Project, Guatemala

The Cerro Blanco Project is located in southwestern Guatemala and is considered to be a classic hot springs gold deposit with typical bonanza type gold mineralization. As of December 31, 2009, the deposit contains 1.3 million ounces of indicated gold resources at an average grade of 15.64 grams per tonne and 0.7 million ounces of inferred gold resources at an average grade of 15.31 grams per tonne.

The Company will be using the remainder of 2010 to demonstrate several key concepts at Cerro Blanco in preparation for a project feasibility study by mid-2011. Mining of two drifts, from the north and south ends of the deposit (1,315 meters in total), and declining into the ore body will demonstrate the ability to mine underground in this geothermal area. In parallel, advance dewatering will be carried out to determine the long-term viability of the dewatering approach. Samples for metallurgical testing will be collected from the underground workings during 2010 to confirm the process methodology.

During the first quarter of 2010, mining of the two declines advanced to a total of 731 meters, with a further 584 meters remaining until they connect at the centre of the ore body. Additionally, 118 meters of lateral development to access mineralized zones and drill stations were completed at the end of the first quarter of 2010. Construction of a water treatment plant commenced in the fourth quarter of 2009 and is on schedule for completion and operation by mid-2010.

A geothermal resource with the potential to generate a significant quantity of geothermal power is located adjacent to the ore body. Drilling of this resource commenced late in 2008 and the fourth well was completed in the third quarter of 2009. An analysis of the test results completed during the first quarter of 2010 showed good potential for geothermal power production and dewatering of the mine by targeting the shallow geothermal reservoir just east of the mine site. Three dewatering/geothermal production wells that are 800 to 1,000 meters in depth are planned for 2010, with drilling scheduled to begin in the third quarter of 2010.

Escobal Project, Guatemala

The Escobal project, located in western Guatemala, is a 130.1 million ounce measured and indicated and a 187.5 million ounce inferred silver resource at December 31, 2009.

At the Escobal silver discovery, plans are progressing toward development of this world class resource. In-fill and extensional drilling will continue throughout the remainder of 2010 and baseline environmental work and permitting efforts are underway.

Pueblo Viejo, Dominican Republic (Goldcorp’s interest – 40%)

Pueblo Viejo is a 23.7 million ounce proven and probable gold reserve, where Goldcorp’s interest represents 9.5 million ounces. The project is a partnership with Barrick Gold Corporation, the project operator.

The Pueblo Viejo project in the Dominican Republic is advancing on schedule with first gold expected in the fourth quarter of 2011. As a result of the plan to accelerate the expansion of the processing plant from 18,000 tonnes per day to 24,000 tonnes per day, the previously disclosed expansion capital of $300 million has been brought forward such that the pre-production capital estimate is now expected to be $3.0 billion (100% basis). The accelerated expansion of the processing plant will increase Goldcorp’s share of estimated annual gold production in its first five years of operation from 400,000 – 430,000 ounces to 415,000 – 450,000 ounces at lower total cash costs of $250 - $275 per ounce, compared to previous estimates of $275 - $300 per ounce.

Construction is nearly 20% complete and advancing rapidly. The main camp has been completed. 40% of the concrete has been poured and steel buildings and tanks are being erected. All the equipment for the processing plant will be received during 2010, including the mills and autoclaves.

GOLDCORP | 27

First Quarter Report – 2010

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

The proposed amendments to the Special Lease Agreement were approved by the President on November 13, 2009. The community relocation process continues to progress on schedule. Pueblo Viejo continues to consult with the communities in the vicinity of Puerto Viejo, the site of the project’s power generating facilities. The ESIA for the power generating facilities was submitted to the Secretaria de Estado de Medio Ambiente y Recursos Naturales in October 2009.

Goldcorp has invested $685.5 million, $90.3 million of which related to the initial acquisition cost in 2006, with the balance of $595.2 million being funds invested to finance ongoing project development activities. In April 2010, Barrick and Goldcorp finalized the terms for $1.035 billion in project financing for Pueblo Viejo ($414.0 million – Goldcorp’s share) with a lending syndicate comprised of international financial institutions including export credit agencies and commercial banks. Barrick and Goldcorp will each provide a guarantee for their proportionate share which will terminate upon Pueblo Viejo meeting certain operating completion tests and will be subject to a carve-out for certain political risk events.

In April 2010, Pueblo Viejo Dominicana Corporation (“PVDC”), the entity that owns the Pueblo Viejo project, received a copy of an action filed in the Dominican Republic by Fundacion Amigo de Maimon Inc., Fundacion Miguel L. De Pena Garcia Inc., and six individuals. The action alleges a variety of matters couched as violations of fundamental rights, including taking of private property, violations of mining and environmental and other laws, slavery, human trafficking and bribery of government officials. The complaint does not describe the relief sought, but the action is styled as an amparo remedy, which typically includes some form of injunctive relief. PVDC intends to vigorously defend the action.

GOLDCORP | 28

First Quarter Report – 2010

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

EXPENSES

	Three Months Ended March 31
	2010		2009
Corporate administration	$	38.4	$	30.0
Exploration		14.1		8.1

Included in corporate administration is stock based compensation expense of $10.2 million for the three months ended March 31, 2010 (three months ended March 31, 2009 - $9.5 million). Excluding stock based compensation expense, corporate administration for the three months ended March 31, 2010 increased by $7.7 million, compared to the three months ended March 31, 2009. The increase in corporate administration expense was primarily due to the increase in corporate development activities.

Exploration costs during of the three months ended March 31, 2010 increased by $6.0 million, compared to the three months ended March 31, 2009, primarily due to increased spending at the Red Lake, Porcupine and Marlin mines in line with the Company’s 2010 plan.

OTHER INCOME (EXPENSES)

	Three Months Ended March 31
	2010			2009
Interest income and other expenses, net	$	(11.1	)	$	(0.3	)
Interest expense and finance fees		(11.7	)		(0.5	)
Gain on non-hedge derivatives, net		13.1			1.0
Gain on securities, net		-			0.3
Loss on disposition of mining interests		(18.7	)		-
Dilution loss		-			(0.7	)
Gain (loss) on foreign exchange		(212.2	)		116.7
	$	(240.6	)	$	116.5

The increase in interest income and other expenses, net, during the three months ended March 31, 2010, as compared to the three months ended March 31, 2009 is primarily due to the $9.6 million in transaction costs related to the acquisitions of the Camino Rojo and El Morro projects.

During the three months ended March 31, 2010, the Company incurred $11.7 million of interest expense and finance fees compared to $0.5 million during the three months ended March 31, 2009. The increase in interest expense and finance fees is due to the convertible senior notes issued in June 2009.

As discussed under “Financial Instruments and Related Risks” below, the Company entered into foreign currency, heating oil, and copper contracts. These contracts meet the definition of derivatives and do not qualify for hedge accounting. As a result, they are marked-to market at each period end with changes in fair value recorded in earnings for the period. A net gain of $13.1 million was recorded for the three months ended March 31, 2010, comprised of a realized loss of $2.3 million on matured contracts and a mark-to-market gain of $15.4 million.

On February 24, 2010, the Company disposed of its 21.2% interest in El Limón and recognized a loss on disposition of $18.7 million ($8.2 million after tax).

During the first quarter of 2009, Terrane renounced the income tax benefits relating to the C$5.5 million flow through shares issued in the third quarter of 2008. The amount renounced is reduced from share capital as share issue costs which resulted in a reversal of previously recorded dilution gain of $0.7 million. Effective January 1, 2010, upon adoption of the CICA Handbook Section 1602 – Non-

GOLDCORP | 29

First Quarter Report – 2010

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

controlling Interests, changes in ownership percentages are recorded as equity transactions and no gain or loss is recognized as long as the parent retains control of the subsidiary. There was no change in Goldcorp’s ownership percentage of Terrane during the three months ended March 31, 2010.

The Company recorded $212.2 million of loss on foreign exchange in the three months ended March 31, 2010 resulting primarily from the impact of the strengthened Canadian dollar and Mexican peso on the Company’s future income tax liabilities, which are denominated in local currencies. At March 31, 2010, the Company had $4.3 billion of future income tax liabilities, net, which arose from acquisitions of mining interests and are considered monetary items translated each period end at current exchange rates. The loss on foreign exchange resulting from translation of the net future income tax liabilities, income and mining taxes payable, accounts payable and accrued liabilities and current debt is slightly offset by the gain on foreign exchange resulting from the impact of the strengthened Canadian dollar and Mexican peso on the Company’s cash and cash equivalents, accounts receivable and other monetary assets denominated in local currencies.

INCOME AND MINING TAXES

Income and mining taxes for the three months ended March 31, 2010 totaled $77.2 million (three months ended March 31, 2009 -$27.1 million), approximately 31.3% of earnings before taxes, gains or losses on foreign exchange from translation of future income tax assets and liabilities and stock option expense, which are not subject to taxation, deductible, or likely to be utilized (three months ended March 31, 2009 – 13.1%).

The higher effective tax rate in the first quarter of 2010 is primarily due to increased taxable foreign exchange gains denominated in local currency in foreign tax jurisdictions, inflation adjustments in certain foreign tax jurisdictions and the impact of the increase in the Mexican income tax rate from 28% to 30%. The lower effective tax rate in the first quarter of 2009 was primarily due to additional tax benefits recognized from the harmonization of the Ontario corporate income tax with the Federal tax system and the final settlement of certain tax audit issues. Adjusted for these and other items, the effective tax rate for the three months ended March 31, 2010 and 2009 would be 28.4% and 25.5%, respectively.

GOLDCORP | 30

First Quarter Report – 2010

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

NON-CONTROLLING INTERESTS

The non-controlling interests at March 31, 2010 relates to Goldcorp’s non-wholly owned subsidiary, Terrane, in which Goldcorp holds a 65% interest. There was no change in Goldcorp’s ownership percentage in Terrane during the three months ended March 31, 2010.

The non-controlling interests’ share of the net loss for Terrane for the three months ended March 31, 2010 amounted to $0.4 million (three months ended March 31, 2009 – net earnings of $0.3 million).

On March 25, 2010, Terrane announced that it had entered into a bought-deal financing agreement with a syndicate of underwriters for the purchase of 63,637,000 Units which will be sold to the public at a price of $1.10 per Unit for gross proceeds of $70.0 million. Each Unit consists of one common share and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share of Terrane at a price of $1.50 per share for a period of 12 months from closing. Concurrent with the issuance of Units to the underwriters, 27,273,000 Units would be issued at the same price on a non-brokered private placement basis to Goldcorp for gross proceeds of $30.0 million. Both financing deals closed on April 16, 2010. This resulted in a decrease of Goldcorp’s interest in Terrane t o 58.2% (fully-diluted basis – 52.4%).

Terrane has also granted the underwriters an over-allotment option to purchase an additional 9,545,550 Units in whole or in part, for a period of 30 days following the closing date, for the same price for gross proceeds of $10.5 million. In the event that this option is exercised in full, Goldcorp’s ownership interest would remain greater than 50% and the Company would retain control over Terrane and continue to consolidate the results of Terrane.

NON-GAAP MEASURE – TOTAL CASH COSTS (BY-PRODUCT) PER GOLD OUNCE CALCULATION

The Company has included non-GAAP performance measures, total cash costs, by-product and co-product, 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. The Company follows the recommendations of the Gold Institute Production Cost 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 r econciliation of total cash costs (by-product) per gold ounce to operating expenses per the consolidated financial statements for the three months ended March 31:

	2010			2009
Operating expenses per consolidated financial statements (1)	$	301.4		$	258.6
Treatment and refining charges on concentrate sales		4.5			5.6
By-product silver and copper sales, and other		(123.4	)		(78.0	)
Alumbrera export retention (2)		-			(9.1	)
Realized loss on foreign currency, heating oil and copper contracts		2.3			-
Non-cash adjustments and other		-			(2.5	)
Total cash costs (by-product)	$	184.8		$	174.6
Divided by ounces of gold sold		569,100			605,300
Total cash costs (by-product) per gold ounce(3)	$	325		$	288

(1)	$22.0 million in royalties for the three months ended March 31, 2010 are included in operating expenses per the consolidated financial statements (three months ended March 31, 2009 - $6.6 million).

(2)	Export retention taxes paid by Alumbrera have been included in cash costs effective January 1, 2010.

(3)	If silver and copper for Marlin and Alumbrera, respectively, were treated as co-products, total cash costs would be $433 per ounce of gold for the three months ended March 31, 2010 (three months ended March 31, 2009 - $354).

GOLDCORP | 31

First Quarter Report – 2010

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

NON-GAAP MEASURE – ADJUSTED NET EARNINGS

The Company has included non-GAAP performance measures, adjusted net earnings and adjusted net earnings per share, throughout this document. 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 adjusted net earnings to net earnings (loss) attributable to shareholders of Goldcorp per the consolidated financial statements for the three months ended March 31:

	2010			2009
Net earnings (loss) attributable to shareholders of Goldcorp per consolidated financial statements	$	(52.3	)	$	290.9
Foreign exchange loss (gain) on translation of future income tax liabilities		211.8			(121.4	)
Realized foreign exchange gain on translation of current taxes payable on disposition of Silver Wheaton shares		(0.7	)		-
Unrealized gain on non-hedge derivatives, net of tax		(10.4	)		(0.6	)
Gain on securities, net of tax		-			(0.3	)
Dilution loss		-			0.7
Loss on disposition of mining interest, net of tax		8.2			-
Transactions costs related to the acquisitions of the Camino Rojo and El Morro projects, net of tax		6.5			-
Adjusted net earnings	$	163.1		$	169.3
Weighted average shares outstanding (000’s)		733,760			729,751
Adjusted net earnings per share	$	0.22		$	0.23

GOLDCORP | 32

First Quarter Report – 2010

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

FINANCIAL INSTRUMENTS AND RELATED RISKS

The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk, in accordance with its Risk Management Policy. The Company’s Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and to protect itself against adverse price movements. All transactions undertaken are to support the Company’s ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

The following describes the types of risks that the Company is exposed to and its objectives and policies for managing those risk exposures.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. There has been no significant change in the Company’s exposure to credit risk and its objectives and policies for managing these risks during the three months ended March 31, 2010.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company has in place a rigorous planning, budgeting and forecasting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its expansionary plans. The Company ensures that sufficient committed loan facilities exist to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents. During the three months ended March 31, 2010, the Company generated operating cash flows of $314.4 million (three months ended March 31, 2009 - $298.1 million).

At March 31, 2010, Goldcorp held cash and cash equivalents of $392.6 million (December 31, 2009- $874.6 million) and had working capital of $572.4 million (December 31, 2009 - $866.5 million).

On May 18, 2007, Goldcorp entered into a $1.5 billion revolving credit facility. At March 31, 2010, the amount outstanding under this credit facility was $450.0 million. On July 8, 2008, Terrane entered into a credit agreement with the Bank of Montreal for an 18-month, non-revolving term loan facility of up to C$40 million. On January 7, 2010, this credit facility was extended to May 7, 2010. Terrane and the Company have agreed to work towards extending the credit facility for another year to May 7, 2011. At March 31, 2010, the amount outstanding was C$17.5 million ($17.2 million). In April 2010, Barrick and Goldcorp finalized the terms for $1.035 billion in project financing for Pueblo Viejo ($414.0 million – Goldcorp’s share), divided into two tranches of $775.0 million and $260.0 million with tenors of fifteen years and twelve years, respectively.

GOLDCORP | 33

First Quarter Report – 2010

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

In the normal course of business, the Company enters into contracts and performs business activities that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities of the Company’s financial liabilities and operating and capital commitments at March 31, 2010:

	March 31, 2010										December 31 2009
	Within 1 year		2 to 3 years		4 to 5 years		Over 5 years		Total		Total
Accounts payable and accrued liabilities	$	417.8	$	-	$	-	$	-	$	417.8	$	382.0
Current derivative liabilities (note 9(a))		7.6		-		-		-		7.6		11.4
Debt re-payments (principal portion)		17.2		450.0		862.5		-		1,329.7		879.2
Interest payments on convertible senior notes		17.2		34.5		25.9		-		77.6		88.9
Capital expenditure commitments		129.8		28.1		-		-		157.9		172.3
Minimum rental and lease payments		1.5		3.4		3.2		2.6		10.7		11.5
Reclamation and closure cost obligations		23.9		37.3		20.8		435.4		517.4		523.5
	$	615.0	$	553.3	$	912.4	$	438.0	$	2,518.7	$	2,068.8

At March 31, 2010, the Company had letters of credit outstanding and secured deposits in the amount of $275.7 million (December 31, 2009 - $270.9 million).

In the opinion of management, the working capital at March 31, 2010, together with future cash flows from operations, is sufficient to support the Company’s commitments. The Company’s total planned capital expenditures for the remainder of 2010 with a focus on commissioning Peñasquito in the third quarter of 2010 and further developing Pueblo Viejo are forecasted to be approximately $1.3 billion. These expenditures will be funded partly by available cash balances, cash flows from operations, and available funding under the $1.5 billion revolving credit facility and $1.035 billion project financing finalized in April 2010 for Pueblo Viejo ($414.0 million – Goldcorp’s share).

For the periods beyond 2010, the Company’s cash flows from operations and available funding under the Company’s loan facilities are expected to sufficiently support further expansions and growth. Peñasquito will be the main driver of the Company’s gold production growth expected in the next five years, with significant contributions from Red Lake and Pueblo Viejo.

Market Risk

(i)	Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign currency exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and zinc are sold in US dollars and the Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Argentinean pesos, Chilean pesos, Guatemalan quetzals and Honduran lempiras. The appreciation of non-US dollar currencies against the US dollar can increase the costs of gold, silver, copper, lead and zinc production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are denominated in non-US dollar currencies which are subject to currency ris k. Accounts receivable and other current and long-term assets denominated in non-US dollars relate to goods and services taxes, value-added taxes and insurance receivables. At March 31, 2010, the Company had $4.3 billion of future income tax liabilities, net, which arose primarily from the acquisitions of Placer Dome Inc.’s assets and Glamis in 2006, Gold Eagle in the third quarter of 2008 and the Camino Rojo and El Morro projects during the first quarter of 2010 which are denominated in local currencies. The future income tax liabilities are considered monetary items, which are translated each period end at current exchange rates, with the gain or loss recorded in earnings for the period.

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First Quarter Report – 2010

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

The Company is exposed to currency risk through the following financial assets and liabilities and future income tax liabilities denominated in currencies other than US dollars at March 31, 2010:

March 31, 2010	Cash and cash equivalents		Accounts receivable and other current and long-term assets		Income and mining taxes receivable (payable)			Accounts payable and accrued liabilities			Current debt			Future income tax assets (liabilities)
Canadian dollar	$	3.6	$	13.5	$	(136.5	)	$	(141.7	)	$	(17.2	)	$	(1,695.1	)
Mexican peso		6.6		95.6		(34.2	)		(140.9	)		-			(2,113.0	)
Argentinean peso		1.6		15.8		(54.2	)		(49.2	)		-			(102.7	)
Chilean peso		-		7.0		-			(8.7	)		-			(378.4	)
Guatemalan quetzal		4.3		2.9		(0.1	)		(22.1	)		-			29.0
Honduran lempira		0.3		1.3		1.7			(0.4	)		-			0.5
	$	16.4	$	136.1	$	(223.3	)	$	(363.0	)	$	(17.2	)	$	(4,259.7	)


December 31, 2009	Cash and cash equivalents		Accounts receivable and other current and long-term assets		Income and mining taxes receivable (payable)			Accounts payable and accrued liabilities			Current debt			Future income tax liabilities
Canadian dollar	$	4.0	$	10.8	$	(167.5	)	$	(152.0	)	$	(16.7	)	$	(1,216.9	)
Mexican peso		9.5		86.1		3.2			(128.9	)		-			(2,371.7	)
Argentinean peso		1.0		17.8		(49.8	)		(55.5	)		-			(107.5	)
Guatemalan quetzal		3.5		12.1		-			(23.3	)		-			(12.3	)
Honduran lempira		0.7		-		1.7			(1.6	)		-			(4.3	)
	$	18.7	$	126.8	$	(212.4	)	$	(361.3	)	$	(16.7	)	$	(3,712.7	)

During the three months ended March 31, 2010, the Company recognized a loss of $212.2 million on foreign exchange (three months ended March 31, 2009 - gain of $116.7 million). Of this amount, $211.8 million resulted from the translation of future income taxes denominated in currencies other than US dollars (three months ended March 31, 2009 - gain of $121.4 million). Based on the above net exposures at March 31, 2010, a 10% depreciation or appreciation of the above currencies against the US dollar would result in a $320.3 million increase or decrease in the Company’s after-tax net earnings, respectively.

During the three months ended March 31, 2010, the Company entered into Canadian dollar and Mexican peso forward and option contracts to purchase and sell the respective foreign currencies at pre-determined US dollar amounts (note 9(a)). These contracts were entered into to normalize operating expenses incurred by the Company’s foreign operations as expressed in US dollar terms. In accordance with its Risk Management Policy, the Company may hedge up to 50% and 30% of its annual Canadian dollar and Mexican peso operating expenditures over the next twelve months and subsequent thirteen to twenty four months, respectively.

(ii)	Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. There has been no significant change in the Company’s exposure to interest rate risk and its objectives and policies for managing these risks during the three months ended March 31, 2010.

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First Quarter Report – 2010

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

(iii)

Price risk

Price risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. There has been no significant change in the Company’s exposure to price risk and its objectives and policies for managing these risks during the three months ended March 31, 2010.

OTHER RISKS AND UNCERTAINTIES

There were no changes to the Company’s exposure to risks and other uncertainties as described in the 2009 year end “Management’s Discussion and Analysis”.

CHANGE IN ACCOUNTING POLICY

Business combinations

In January 2009, the CICA issued Handbook Sections 1582 – Business Combinations (“Section 1582”), 1601 – Consolidated Financial Statements (“Section 1601”) and 1602 – Non-controlling Interests (“Section 1602”) which replace CICA Handbook Sections 1581 – Business Combinations (“Section 1581”) and 1600 – Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards (“IFRS”). Sections 1601 and 1602 establish standards for the preparation of consolidated financial statements and the accounting for non-controlling interests in financial statements that are equivalent to the standards under IFRS. Section 1582 is required for the Company’s business combinations with acquisition dates on or after January 1, 2011. Sections 1601 and 1602 are required for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2011. Earlier adoption of these sections is permitted, which requires that all three sections be adopted at the same time. The Company early adopted these sections effective January 1, 2010.

Under Section 1582, business combinations are accounted for under the “acquisition method”, compared to the “purchase method” previously required by Section 1581. The significant changes that result from applying the acquisition method of Section 1582 include: (i) the definition of a business is broadened to include development stage entities, and therefore more acquisitions are accounted for as business combinations rather than asset acquisitions; (ii) the measurement date for equity interests issued by the acquirer is the acquisition date instead of a few days before and after terms are agreed to and announced, which may significantly change the amount recorded for the acquired business if share prices differ from the agreement and announcement date to the acquisition date; (iii) all future a djustments to income tax estimates are recorded as income tax expense or recovery, whereas under Section 1581, certain changes in income tax estimates were recorded to goodwill; (iv) acquisition-related costs, other than costs to issue debt or equity securities, of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees are expensed as incurred, whereas under Section 1581, these costs were capitalized as part of the cost of the business combination; (v) the assets acquired and liabilities assumed are recorded at 100% of fair value even if less than 100% is obtained, whereas under Section 1581, only the controlling interest’s portion was recorded at fair value; and (vi) non-controlling interests are recorded at their proportionate share of fair value of identifiable net assets acquired, whereas under Section 1581, non-controlling interests were recorded at their share of carrying value of net assets acquired.

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First Quarter Report – 2010

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

to non-controlling interests are no longer limited to the original carrying amount, and therefore non-controlling interests could have a negative carrying amount. The provisions of Section 1602 have been applied prospectively with the exception of the presentation and disclosure provisions, which have been applied for all prior periods presented in the financial statements. The presentation and disclosure provisions resulted in the classification of non-controlling interests as a separate component of equity on the balance sheet amounting to $270.6 million as at March 31, 2010 (December 31, 2009 - $51.1 million).

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management has identified the following critical accounting policies and estimates. Note 2 of the Company’s 2009 annual consolidated financial statements describes all of the Company’s significant accounting policies.

Inventories

Finished goods, work-in-process, heap leach ore and stockpiled ore are valued at the lower of average production cost and net realizable value.

The Company records the costs of mining ore stacked on its leach pads and in process at certain of its mines as heap leach ore and work-in-process inventories measured at the lower of cost and estimated net realizable value. These costs are charged to earnings and included in operating expenses on the basis of ounces of gold recovered. The estimates and assumptions used in the measurement of heap leach ore and work-in-process inventories include quantities of ore stacked on leach pads, recoverable ounces of gold contained in ore stacked on leach pads, recoverable ounces of gold in the mill processing circuits and the price per gold ounce expected to be realized when the ounces of gold are recovered. If these estimates or assumptions prove to be inaccurate, the Company could be required to write down the carrying amoun ts of its heap leach ore and work-in-process inventories, which would reduce the Company’s earnings and working capital. At March 31, 2010, the average costs of inventories are significantly below their net realizable values.

Mining Interests

The Company records mining interests at cost. In accordance with Canadian GAAP, the Company capitalizes production expenditures net of revenues received during the period prior to reaching operating levels intended by management as part of the costs of mining properties. Exploration costs are expensed as incurred to the date of establishing that costs incurred are economically recoverable, at which time exploration costs are capitalized and included in the carrying amount of the related property.

A significant portion of the Company’s mining properties is depleted using the unit-of-production method. Under the unit-of-production method, depletion of mining properties is based on the amount of reserves expected to be recovered from the mines. If estimates of reserves expected to be recovered prove to be inaccurate, or if the Company revises its mining plan for a location, due to reductions in the metal price forecasts or otherwise, to reduce the amount of reserves expected to be recovered, the Company could be required to write down the carrying amounts of its mining properties, or to increase the amount of future depletion expense, both of which would reduce the Company’s earnings and net assets.

The Company reviews and evaluates its mining properties for impairment annually or when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For producing properties, this assessment is based on the expected undiscounted future net cash flows to be generated from the mines. For non-producing properties, this assessment is based on whether factors that indicate the need for a write-down are present. If the Company determines there has been an impairment because its prior estimates of future net cash flows have proven to be inaccurate, due to reductions in the metal price forecasts, increases in the costs of production, reductions in the amount of reserves expected to be recovered or otherwise, or because the Company has determined that the deferred costs of non-producing properties may not be recovered based on current economics or permitting considerations, the

GOLDCORP | 37

First Quarter Report – 2010

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

Company would be required to write down the carrying amounts of its mining properties, which would reduce the Company’s earnings and net assets. At March 31, 2010, the Company assessed the change in factors which may indicate a need for impairment at each of its mining properties, which indicated that the properties’ estimated undiscounted net cash flows are in excess of their carrying values.

Plant and equipment are depreciated over their estimated useful lives. In some instances, the estimated useful life is determined to be the life of mine in which the plant and equipment is used. If estimates of useful lives including the economic lives of mines prove to be inaccurate, the Company could be required to write down the carrying amounts of its plant and equipment, or to increase the amount of future depreciation expense, both of which would reduce the Company’s earnings and net assets.

Goodwill and Impairment Testing

The Company’s business combinations are accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed are recorded at their fair values as of the date of acquisition and any excess of the purchase price over such fair values is recorded as goodwill. As of the date of acquisition, goodwill is allocated to reporting units by determining estimates of the fair value of each reporting unit and comparing this amount to the fair values of assets and liabilities assigned to the reporting unit.

The Company performs an impairment test, on an annual basis, to determine whether the carrying amounts of goodwill are no longer recoverable. To accomplish this, the Company compares the reporting units’ fair values to their carrying amounts. If a reporting unit’s carrying amount exceeds its fair value, the Company compares the implied fair value of the reporting unit’s goodwill to the carrying amount, and any excess of the carrying amount over the fair value is charged to earnings. Assumptions underlying fair value estimates are subject to significant risks and uncertainties. This annual test is performed at December 31 of each fiscal year. At the end of each period, the Company reviews its reporting units to determine whether current events and circumstances indicate that the carrying amount of goo dwill may not be recoverable. A review of the Company’s reporting units at March 31, 2010 indicated that no such impairment indicator exists.

Reclamation and Closure Cost Obligations

The Company has an obligation to reclaim its mining properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards. Canadian GAAP requires the Company to recognize the fair value of a liability for an asset retirement obligation, such as site closure and reclamation costs, in the period in which it is incurred if a reasonable estimate of fair value can be made. The Company records the estimated present value of future cash flows associated with site closure and reclamation as liabilities when the liabilities are incurred and increases the carrying values of the related assets by the same amount. At the end of each reporting period, the liabilities are increased to reflect the passage of time (accretion expense). Adjustments to the liabil ities are also made for changes in the estimated future cash outflows underlying the initial fair value measurements which result in a corresponding change to the carrying values of the related assets. The capitalized asset retirement costs are amortized to earnings over the life of the related assets using the unit-of-production method. If the estimates of costs or of recoverable reserves prove to be inaccurate, or if the Company revises its mining plan for a location, due to reductions in the metal price forecasts or otherwise, to reduce the amount of reserves expected to be recovered, the Company could be required to write down the carrying amounts of its mining properties or increase the amount of future depletion expense. A write-down of the carrying amounts of mining properties due to changes in estimates of costs will have a corresponding impact to the associated liabilities and no impact to net assets. An increase to future depletion expense due to a reduction in the amount of reserves expected to be recovered would reduce the Company’s earnings and net assets.

Future Tax Assets and Liabilities

The Company recognizes the future tax benefit related to future income tax assets and sets up a valuation allowance against any portion of those assets that it believes is not more likely than not to be realized. Assessing the recoverability of future income tax assets requires management to make significant estimates related to expectations of future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. In making its assessments, management gives additional weight to positive

GOLDCORP | 38

First Quarter Report – 2010

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

and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally developed and reviewed by management. Weight is attached to tax planning strategies if the strategies are feasible and implementable without significant obstacles.

The Company recognizes current income tax benefits when it is more likely than not, based on technical merits, that the relevant tax position will be sustained upon examination by applicable tax authorities. The more likely than not criteria is a matter of judgment based on the individual facts and circumstances of the relevant tax position evaluated in light of all available evidence.

The recoverability of future income tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and management judgment. Actual results may differ from these estimates. In circumstances where the applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates could occur that materially affect the amounts of future income tax assets and liabilities recorded at March 31, 2010.

Foreign Currency Translation

The measurement currency of the Company and its foreign operations is the US dollar and therefore the operating results of the Company’s foreign operations are translated using the temporal method. Under this method, foreign currency monetary assets and liabilities are translated into US dollars at the exchange rates prevailing at the balance sheet date; non-monetary assets denominated in foreign currencies that are not measured at fair value are translated using the rates of exchange at the transaction dates; non-monetary assets denominated in foreign currencies that are measured at fair value are translated using the rates of exchange at the dates those fair values are determined; income statement items denominated in foreign currencies are translated using the average monthly exchange rates; and the resulting foreign exchange gains and losses are included in earnings. Of the $212.2 million loss on foreign exchange recognized during the three months ended March 31, 2010, $211.8 million related to the translation of future income taxes primarily denominated in Canadian dollar and Mexican peso.

RECENT CANADIAN ACCOUNTING PRONOUNCEMENTS

Accounting policies to be implemented effective January 1, 2011

In June 2009, the CICA amended Handbook Section 3855 – Financial Instruments – Recognition and Measurement (“Section 3855”) to clarify the application of the effective interest method after a debt instrument has been impaired and when an embedded prepayment option is separated from its host debt instrument at initial recognition for accounting purposes. The amendments are applicable for the Company’s interim and annual financial statements for its fiscal year beginning January 1, 2011. Earlier adoption is permitted. At March 31, 2010, the Company had no debt instruments to which the Section 3855 amendments would be applicable.

On December 24, 2009, the CICA issued EIC Abstract 175 – Multiple deliverable revenue arrangements (“EIC-175”). EIC-175 addresses the accounting by a vendor for arrangements under which it will perform multiple revenue generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. EIC-175 is applicable to revenue arrangements with multiple deliverables entered into or materially modified on or after January 1, 2011. Earlier adoption is permitted. The Company does not anticipate early adopting EIC-175. The Company plans to adopt revenue recognition principles in accordance with IFRS effective January 1, 2011 and does not anticipate that this adoption will have a materi al impact on the Company’s consolidated financial statements.

International Financial Reporting Standards

In February 2008, the Canadian Accounting Standards Board confirmed that publicly accountable enterprises are required to adopt IFRS for fiscal years beginning on or after January 1, 2011, with earlier adoption permitted. The Company will issue its first annual and interim consolidated financial statements prepared under IFRS for its fiscal year ended December 31, 2011 and three months ended March 31, 2011, respectively, with restatement of comparative information presented.

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First Quarter Report – 2010

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

The four phases of the Company’s transition plan to IFRS are as follows: scoping and planning (“phase 1”), detailed assessment (“phase 2”), operations implementation (“phase 3”) and post implementation (“phase 4”). Phases 1 and 2 have been completed. The first stage of phase 3, the design of business, reporting and system processes to support the compilation of IFRS compliant financial data for the opening balance sheet at January 1, 2010, fiscal 2010 and thereafter, was completed in March 2010. The implementation of changes to the reporting and system processes to support preparation of the IFRS opening balance sheet at January 1, 2010 will be completed and the review and approval of the changes implemented will be finalized during the second quarter of 2010. The second stage of phase 3, ongoing training for key personnel, identification and documentation of impact and required changes to, and ensuring the effectiveness of, the Company’s internal control environment and disclosure controls and procedures, will be conducted throughout 2010. Phase 4 will be carried out throughout 2011.

Management is in the process of quantifying the financial statement impacts of key differences between the Company’s current accounting polices under Canadian GAAP and those it expects to apply in preparing its first IFRS financial statements. In addition to those previously identified and disclosed, management has identified one additional difference as follows:

Under IFRS 5 – Non-current Assets Held for Sale and Discontinued Operation (“IFRS 5”), an asset is classified as held for sale when the asset is expected to be disposed of through a sale transaction within one year, management is committed to a plan to sell the asset and is actively marketing the asset at a price that is reasonable in comparison to its current market value and locating a buyer and actions required to complete management’s plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. IFRS 5 applies to investments in associates and jointly controlled entities. Accordingly, Goldcorp’s investment in El Limón will be classified as an “asset held for sale” for the purpose of the IFRS opening balance sheet at January 1 , 2010. Under Canadian GAAP, the classification of an asset as “held for sale” does not apply to an investment accounted for using the equity method and therefore Goldcorp’s investment in El Limón continued to be included as part of the mining interests balance at December 31, 2009.

The International Accounting Standards Board (“IASB”) continues to amend and add to current IFRS standards with several projects underway. The Company’s transition plan includes monitoring actual and anticipated changes to IFRS and related rules and regulations and assessing the impacts of these changes on the Company and its financial statements, including expected dates of when such impacts are effective.

OUTLOOK

The Company expects to produce 2.6 million ounces of gold at an average by-product cash cost of $350 per ounce and co-product cash cost of $450 per ounce in 2010. Forecast production increases at most of Goldcorp’s mines are expected to be offset by the planned declines in El Sauzal as the mine approaches the end of its life, and at Porcupine with the processing of low-grade stockpiled ore at the Pamour pit. Gold production levels on a quarterly basis are expected to ramp up steadily throughout 2010. Assumptions used to forecast total cash costs for 2010 include a gold price of $1,000 per ounce, by-product prices of $16.00 per ounce for silver, $2.75 per pound for copper, and $0.80 per pound for zinc and lead, an oil price of $80.00 per barrel and the Canadian dollar and Mexican peso at 1.05 and 13.00 respective ly, to the US dollar.

Capital expenditures for 2010 are forecast at $1.6 billion, including $0.5 billion for Pueblo Viejo, $0.3 billion for Peñasquito, $0.2 billion for Red Lake and $0.1 billion for Porcupine. Exploration expenditures in 2010 are expected to amount to $145.0 million, of which approximately one-half will be expensed, with efforts focused on replacing reserves mined throughout the year. Corporate administration expense, excluding stock based compensation expense, is forecast at $95.0 million for the year. Depreciation and depletion expense is expected to be $598.0 million, and the Company expects an overall effective tax rate of 32% for the remainder of 2010.

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First Quarter Report – 2010

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

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods.

Internal Control Over Financial Reporting

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that the Company’s receipts and expenditures are made only in accordance with authorization of management and the Company’s directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the annual or interim financial statements.

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

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First Quarter Report – 2010

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

Limitation on scope of design

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has limited the scope of the design of the Company’s disclosure controls and procedures and internal control over financial reporting to exclude controls, policies and procedures of Alumbrera, a proportionately consolidated entity in which the Company has a 37.5% interest, as the Company does not have the ability to dictate or modify controls at the entity. Alumbrera constitutes 3% of net assets and total assets, and 20% of earnings from operations of the unaudited interim consolidated financial statement amounts as of and for the three months ended March 31, 2010. Included in the net loss of $52.7 million for the three months ended March 31, 2010 is $37.3 million of net earnings from Alumbrera.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian Securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Company’s plans or future financial or operating performance, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, conclusions of economic assessments of projects, the timing and amount of estimated future production, costs of future production, future capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, requirements for additional capital, sources and timing of additional financing, re alization of unused tax benefits and future outcome of legal and tax matters. 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”, “will continue” 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”. The material factors or assumptions used to develop material forward-looking statements are disclosed throughout this document. Forward-looking statements, while based on management’s best estimates and assumptions, are s ubject 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 successful integration of acquisitions; risks related to international operations; risks related to joint venture operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold, silver and copper; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insu rance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates, actual resolutions of legal and tax matters, 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, 2009, available on SEDAR at www.sedar.com. 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. The Company’s management reviews periodically information reflected in forward-looking statements. The Company has and continues to disclose in its Management’s Discussion and Analysis and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking statements and to the validity of the statements themselves, in the period the changes occur.

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES

Readers should refer to the annual information form of Goldcorp for the year ended December 31, 2009, dated March 11, 2010, and other continuous disclosure documents filed by Goldcorp available at www.sedar.com, for further information on mineral reserves and resources, which is subject to the qualifications and notes set forth therein.

GOLDCORP | 42

First Quarter Report – 2010

Consolidated Statements of Earnings (loss)

(United States dollars in millions, except for share and per share amounts – Unaudited)

			Three Months Ended March 31
	Note		2010			2009
Revenues		14	$	750.3		$	624.8
Operating expenses				301.4			258.6
Depreciation and depletion		14		131.3			126.3
Earnings from mine operations				317.6			239.9
Corporate administration (1)				38.4			30.0
Exploration				14.1			8.1
Earnings from operations		14		265.1			201.8
Other income (expenses)
Interest income and other expenses, net				(11.1	)		(0.3	)
Interest expense and finance fees				(11.7	)		(0.5	)
Gain on non-hedge derivatives, net		9(a)		13.1			1.0
Gain on securities, net		9(a)		-			0.3
Loss on disposition of mining interest		4		(18.7	)		-
Dilution loss, net				-			(0.7	)
Gain (loss) on foreign exchange				(212.2	)		116.7
				(240.6	)		116.5
Earnings before taxes				24.5			318.3
Income and mining taxes		8		(77.2	)		(27.1	)
Net earnings (loss)			$	(52.7	)	$	291.2
Attributable to:
Shareholders of Goldcorp Inc.				(52.3	)		290.9
Non-controlling interests				(0.4	)		0.3
Net earnings (loss)			$	(52.7	)	$	291.2

(1) Stock based compensation expense (non-cash item) included in corporate administration		11(b)	$	10.2		$	9.5

Net earnings (loss) per share
Basic and diluted			$	(0.07	)	$	0.40

Weighted average number of shares outstanding (000’s)		11(d)
Basic				733,760			729,751
Diluted				733,760			733,226

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

GOLDCORP | 43

First Quarter Report – 2010

Consolidated Balance Sheets

(United States dollars in millions – Unaudited)

	Note		March 31 2010		December 31 2009
Assets
Cash and cash equivalents		13	$	392.6	$	874.6
Marketable securities		9(a)		25.2		24.9
Accounts receivable				263.3		232.6
Income and mining taxes receivable				11.1		38.4
Future income and mining taxes				1.8		3.6
Inventories and stockpiled ore				380.1		349.4
Other				89.7		78.0
Current assets				1,163.8		1,601.5
Mining interests		6		19,664.9		18,001.3
Deposits on mining interest expenditures				55.8		86.9
Goodwill				761.8		761.8
Stockpiled ore				85.2		93.6
Investments		9(a)		419.8		390.3
Other				13.1		13.3
		14	$	22,164.4	$	20,948.7
Liabilities
Accounts payable and accrued liabilities			$	417.8	$	416.4
Income and mining taxes payable				119.2		182.6
Current debt		7		17.2		16.7
Future income and mining taxes				29.6		107.9
Current derivative liabilities		9(a)		7.6		11.4
Current liabilities				591.4		735.0
Income and mining taxes payable				112.9		65.4
Long-term debt		7		1,175.7		719.0
Future income and mining taxes				4,252.4		3,575.2
Reclamation and closure cost obligations				285.6		282.0
Other				28.1		27.8
				6,446.1		5,404.4
Equity
Common shares, share purchase warrants, stock options, restricted share units and equity component of convertible senior notes				12,926.0		12,908.9
Retained earnings				2,260.2		2,345.5
Accumulated other comprehensive income		12		261.5		238.8
Shareholders’ equity				15,447.7		15,493.2
Non-controlling interests				270.6		51.1
				15,718.3		15,544.3
			$	22,164.4	$	20,948.7

Commitments and contingencies (notes 5(b), 9(b), 15 & 16(c))

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

GOLDCORP | 44

First Quarter Report – 2010

Consolidated Statements of Cash Flows

(United States dollars in millions – Unaudited)

			Three Months Ended March 31
	Note		2010			2009
Operating Activities
Net earnings (loss)			$	(52.7	)	$	291.2
Reclamation expenditures				(6.1	)		(4.2	)
Gain on securities, net				-			(0.3	)
Items not affecting cash
Depreciation and depletion		14		131.3			126.3
Stock based compensation expense				10.2			9.5
Accretion on convertible senior notes				6.7			-
Unrealized gains on non-hedge derivatives				(15.4	)		(0.9	)
Loss on disposition of mining interest				18.7			-
Dilution loss				-			0.7
Future income and mining taxes				(103.7	)		(1.8	)
Unrealized gain on foreign exchange and other				218.8			(117.2	)
Change in non-cash working capital		13		106.6			(5.2	)
Cash provided by operating activities				314.4			298.1
Investing Activities
Acquisitions, net of cash acquired		13		(795.3	)		-
Expenditures on mining interests		14		(300.8	)		(260.2	)
Deposits on mining interest expenditures		14		(17.0	)		(94.2	)
Proceeds on disposition of mining interest		4		47.4			-
Income taxes paid on disposition of Silver Wheaton shares				(148.7	)		-
Purchase of securities				(4.0	)		(21.5	)
Other				(0.9	)		0.3
Cash used in investing activities				(1,219.3	)		(375.6	)
Financing Activities
Debt borrowings				600.0			204.0
Debt repayments				(150.0	)		(105.0	)
Common shares issued, net				6.2			10.4
Dividends paid to common shareholders				(33.0	)		(32.9	)
Cash provided by financing activities				423.2			76.5
Effect of exchange rate changes on cash and cash equivalents				(0.3	)		(0.5	)
Decrease in cash and cash equivalents				(482.0	)		(1.5	)
Cash and cash equivalents, beginning of period				874.6			262.3
Cash and cash equivalents, end of period			$	392.6		$	260.8

Supplemental cash flow information (note 13)

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

GOLDCORP | 45

First Quarter Report – 2010

Consolidated Statements of Equity

(United States dollars in millions, shares in thousands – Unaudited)

	Common Shares
	Shares		Amount		Share Purchase Warrants		Stock Options and Restricted Share Units			Equity Component of Convertible Senior Notes		Retained Earnings			Accumulated Other Comprehensive Income		Attributable to Shareholders of Goldcorp Inc.			Non-controlling interests			Total
At January 1, 2009		729,600	$	12,461.6	$	50.0	$	113.6		$	-	$	2,237.0		$	96.9	$	14,959.1		$	51.2		$	15,010.3
Stock options exercised and restricted share units issued and vested		3,957		118.2		-		(38.5	)		-		-			-		79.7			-			79.7
Fair value of stock options and restricted share units issued and vested		-		-		-		48.1			-		-			-		48.1			-			48.1
Equity component of convertible senior notes issued, net of issue costs, net of tax		-		-		-		-			155.9		-			-		155.9			-			155.9
Change in ownership interest in Terrane		-		-		-		-			-		-			-		-			1.9			1.9
Dividends declared		-		-		-		-			-		(131.7	)		-		(131.7	)		-			(131.7	)
Net earnings		-		-		-		-			-		240.2			-		240.2			(2.0	)		238.2
Other comprehensive income		-		-		-		-			-		-			141.9		141.9			-			141.9
At December 31, 2009		733,557		12,579.8		50.0		123.2			155.9		2,345.5			238.8		15,493.2			51.1			15,544.3
Stock options exercised and restricted share units issued and vested		320		8.8		- -		(2.3	)		-		-			-		6.5			-			6.5
Fair value of stock options and restricted share units issued and vested (note 11(b))		-		-		-		10.6			-		-			-		10.6			-			10.6
Non-controlling interests in the El Morro project (note 5(b))		-		-		-		-			-		-			-		-			219.9			219.9
Dividends declared		-		-		-		-			-		(33.0	)		-		(33.0	)		-			(33.0	)
Net loss		-		-		-		-			-		(52.3	)		-		(52.3	)		(0.4	)		(52.7	)
Other comprehensive income		-		-		-		-			-		-			22.7		22.7			-			22.7
At March 31, 2010		733,877	$	12,588.6	$	50.0	$	131.5		$	155.9	$	2,260.2		$	261.5	$	15,447.7		$	270.6		$	15,718.3

Shareholders’ equity (note 11)

Accumulated other comprehensive income (note 12)

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

GOLDCORP | 46

First Quarter Report – 2010

Consolidated Statements of Comprehensive Income (loss)

(United States dollars in millions – Unaudited)

	Three Months Ended March 31
	2010			2009
Net earnings (loss)	$	(52.7	)	$	291.2
Other comprehensive income:
Gain on available-for-sale securities, net of tax expense of $2.4 million (2009 – $6.0 million)(note 9(a))		22.7			26.8
Comprehensive income (loss)	$	(30.0	)	$	318.0
Attributable to:
Shareholders of Goldcorp Inc.	$	(29.6	)		317.7
Non-controlling interests		(0.4	)		0.3
	$	(30.0	)	$	318.0

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

GOLDCORP | 47

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Notes to the Consolidated Financial Statements

Three Months Ended March 31, 2010

1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Goldcorp Inc (“Goldcorp” or “the Company”) is a gold producer engaged in the operating, exploration, development and acquisition of precious metal properties in Canada, the United States, Mexico and Central and South America. The Company’s current sources of operating cash flows are primarily from the sale of gold, copper and silver.

At March 31, 2010, the Company’s producing mining properties were comprised of the Red Lake, Porcupine and Musselwhite gold mines in Canada; the San Dimas gold/silver and Los Filos and El Sauzal gold mines in Mexico; the Marlin gold/silver mine in Guatemala; the Alumbrera gold/copper mine (37.5% interest) in Argentina; and the Marigold (66.7% interest) and Wharf gold mines in the United States. Significant development projects include the Peñasquito gold/silver/lead/zinc, Noche Buena gold/silver and the Camino Rojo gold/silver projects in Mexico; the Cochenour, Éléonore and Hollinger gold projects in Canada; the Cerro Blanco gold/silver and Escobal silver projects in Guatemala; the El Morro gold/copper project (70% interest) in Chile and the Pueblo Viejo gold project (40% interest) in the Dominic an Republic. Goldcorp also owns a 65% interest in Terrane Metals Corp. (“Terrane”), a publicly traded company engaged in the development of the Mt. Milligan gold/copper project in Canada (note 16(a)).

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These unaudited interim consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). The preparation of financial data is based on accounting policies and practices consistent with those used in the preparation of the Company’s audited annual consolidated financial statements for the year ended December 31, 2009, except as described in note 3. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended December 31, 2009, as they do not contain all disclosures required by Canadian GAAP for annual financial statements.

In the opinion of management, all adjustments necessary to present fairly the financial position of the Company as at March 31, 2010 and results of its operations and cash flows for all periods presented have been made. The interim results are not necessarily indicative of results for a full year.

Basis of presentation and principles of consolidation

These unaudited interim consolidated financial statements include the accounts of the Company and all of its subsidiaries. All figures are in United States dollars (“US dollars”) unless otherwise noted. References to C$ are to Canadian dollars. The principal mining properties of Goldcorp and their geographic locations at March 31, 2010, are listed below:

Mining properties	Location	Ownership interest	Status	Operations and development projects owned
Red Lake Gold Mines (“Red Lake”)	Canada	100%	Consolidated	Red Lake and Campbell complexes, and Cochenour project
Porcupine Mines (“Porcupine”)	Canada	100%	Consolidated	Porcupine mines and Hollinger project
Musselwhite Mine (“Musselwhite”)	Canada	100%	Consolidated	Musselwhite mine
Les Mines Opinaca Ltée (“Éléonore”)	Canada	100%	Consolidated	Éléonore project
Terrane Metals Corp. (“Terrane”)	Canada	65%	Consolidated	Mt Milligan project and certain other Canadian exploration interests
San Dimas Mines (“San Dimas”)	Mexico	100%	Consolidated	San Dimas mines
Los Filos Mines (“Los Filos”)	Mexico	100%	Consolidated	Los Filos mines

GOLDCORP | 48

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Mining properties	Location	Ownership interest	Status	Operations and development projects owned
Minas de la Alta Pimeria SA de CV (“El Sauzal”)	Mexico	100%	Consolidated	El Sauzal mine
Minera Peñasquito SA de CV and Canplats Mexico S.A. de C.V. (“Peñasquito”)	Mexico	100%	Consolidated	Peñasquito, Noche Buena and Camino Rojo (note 5(a)) projects
Montana Exploradora de Guatemala SA (“Marlin”)	Guatemala	100%	Consolidated	Marlin mine
Entre Mares de Guatemala SA (“Cerro Blanco”)	Guatemala	100%	Consolidated	Cerro Blanco and Escobal projects
Minera Alumbrera Ltd (“Alumbrera”)	Argentina	37.5%	Proportionately consolidated	Alumbrera mine, incorporated joint venture
Marigold Mining Company (“Marigold”)	United States	66.7%	Proportionately consolidated	Marigold mine, unincorporated joint venture
Wharf Gold Mine (“Wharf”)	United States	100%	Consolidated	Wharf mine
Sociedad Contractual Minera El Morro (“El Morro”)	Chile	70%	Consolidated	El Morro project (note 5(b))
Pueblo Viejo Dominicana Corporation (“Pueblo Viejo”)	Dominican Republic	40%	Accounted for using the equity method	Pueblo Viejo project
Minerales Entre Mares de Honduras SA (“San Martin”)	Honduras	100%	Consolidated	San Martin mine (in reclamation)

Intercompany transactions and resulting balances with the Company’s subsidiaries have been eliminated. Intercompany transactions and resulting balances with the Company’s joint ventures have been eliminated to the extent of the Company’s interests. There were no intercompany transactions and balances with the Company’s equity method investee for the three months ended and as at March 31, 2010.

3.	CHANGES IN ACCOUNTING POLICIES

Accounting policies implemented effective January 1, 2010

Under Section 1582, business combinations are accounted for under the “acquisition method”, compared to the “purchase method” previously required by Section 1581. The significant changes that result from applying the acquisition method of Section 1582 include: (i) the definition of a business is broadened to include development stage entities, and therefore more acquisitions are accounted for as business combinations rather than asset acquisitions; (ii) the measurement date for equity interests issued by the acquirer is the acquisition date instead of a few days before and after terms are agreed to and announced, which may significantly change the amount recorded for the acquired business if share prices differ from the agreement and announcement date to the acquisition date; (iii) all future adjustments to income tax estimates are recorded as income tax expense or recovery, whereas under Section 1581, certain changes in income tax estimates were recorded to goodwill; (iv) acquisition-related costs, other than costs to issue debt or equity securities, of the acquirer, including investment banking fees, legal fees, accounting fees, valuation fees, and other professional or consulting fees are expensed as incurred, whereas under Section 1581, these costs were capitalized as part of the cost of the business combination; (v) the assets acquired and liabilities assumed are recorded at 100% of fair value even if less

GOLDCORP | 49

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

than 100% is obtained, whereas under Section 1581, only the controlling interest’s portion was recorded at fair value; and (vi) non-controlling interests are recorded at their proportionate share of fair value of identifiable net assets acquired, whereas under Section 1581, non-controlling interests were recorded at their share of carrying value of net assets acquired.

Under Section 1602, non-controlling interests are measured at 100% of the fair value of identifiable net assets acquired. For presentation and disclosure purposes, non-controlling interests are classified as a separate component of equity. In addition, Section 1602 changes the manner in which increases and decreases in ownership percentages are accounted for. Changes in ownership percentages are recorded as equity transactions and no gain or loss is recognized as long as the parent retains control of the subsidiary. When a parent company deconsolidates a subsidiary but retains a non-controlling interest, the non-controlling interest is re-measured at fair value on the date control is lost and a gain or loss is recognized at that time. Under Section 1602, accumulated losses attributable to non-controlling interests ar e no longer limited to the original carrying amount, and therefore non-controlling interests could have a negative carrying amount. The provisions of Section 1602 have been applied prospectively with the exception of the presentation and disclosure provisions, which have been applied for all prior periods presented in the financial statements. The presentation and disclosure provisions resulted in the classification of non-controlling interests as a separate component of equity on the balance sheet amounting to $270.6 million as at March 31, 2010 (December 31, 2009 - $51.1 million).

Accounting policies to be implemented effective January 1, 2011

On December 24, 2009, the CICA issued EIC Abstract 175 – Multiple deliverable revenue arrangements (“EIC-175”). EIC-175 addresses the accounting by a vendor for arrangements under which it will perform multiple revenue generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. EIC-175 is applicable to revenue arrangements with multiple deliverables entered into or materially modified on or after January 1, 2011. Earlier adoption is permitted. The Company does not anticipate early adopting EIC-175. The Company plans to adopt revenue recognition principles in accordance with IFRS effective January 1, 2011 and does not anticipate that this adoption will have a mater ial impact on the Company’s consolidated financial statements.

4.	DISPOSITION OF MINING INTERESTS

On February 10, 2010, Goldcorp entered into an agreement with Gleichen Resources Ltd. (“Gleichen”) for the sale of Goldcorp’s 21.2% interest in the Morelos gold project in Mexico (“El Limón”) in exchange for C$52.0 million ($49.3 million) in cash. This transaction was completed on February 24, 2010. Total selling costs amounted to $1.9 million. The Company recognized a loss of $18.7 million as a result of this transaction (note 6(e)).

GOLDCORP | 50

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

5.	BUSINESS COMBINATIONS

(a)	Acquisition of Canplats Resources Corporation

On November 16, 2009, Goldcorp entered into an agreement as amended on December 23, 2009 and December 29, 2009 with Canplats Resources Corporation (“Canplats”) to acquire all of the issued and outstanding common shares of Canplats for consideration of C$4.80 per common share outstanding at the closing date. This transaction was completed on February 4, 2010 for total consideration paid by the Company of C$306.6 million ($289.0 million) in cash. As a result of this transaction, Goldcorp now holds a 100% interest in the Camino Rojo gold/silver project in Mexico (“the Camino Rojo project”). The Camino Rojo project is located approximately 50 kilometers southeast of Goldcorp’s Peñasquito project in Mexico. This transaction has been accounted for as a business combination in accordance w ith Section 1582 (note 3), using the acquisition method, with Goldcorp as the acquirer. The assets acquired and liabilities assumed have been assigned to and included in the Peñasquito reporting unit (notes 6(b) & 14).

The allocation of the purchase price has not been finalized as at the date these financial statements were issued as management is in the process of determining the fair values of identifiable assets acquired and liabilities assumed. A provisional allocation of the purchase price is as follows:

Purchase price:
Cash	$	289.0

Net assets acquired:
Cash and cash equivalents	$	3.2
Other current assets		0.4
Mining interests		392.0
Current liabilities		(0.4	)
Future income tax liabilities		(106.2	)
	$	289.0

The Company’s management anticipates that there will be no resulting goodwill. Total transaction costs expensed during the three months ended March 31, 2010 relating to the acquisition amounted to $4.3 million, included in interest income and other expenses.

The net loss for the Camino Rojo project for the period between February 4, 2010 and March 31, 2010 included in these consolidated interim financial statements amounted to $nil. There would be no impact to the net loss for the Company for the three months ended March 31, 2010, had the acquisition of Canplats occurred on January 1, 2010.

(b)	Acquisition of interest in Sociedad Contractual Minera El Morro

On January 7, 2010, a subsidiary of New Gold Inc. (“New Gold”) exercised the right of first refusal pursuant to the El Morro Shareholders Agreement. The right of first refusal came into effect on October 12, 2009 when Barrick Gold Corporation (“Barrick”) entered into an agreement with Xstrata Copper Chile S.A. (“Xstrata”) to acquire Xstrata’s 70% interest in Sociedad Contractual Minera El Morro (“SCM”), the owner of the El Morro gold/copper project in Chile (“the El Morro project”). The acquisition of Xstrata’s 70% interest in SCM by the New Gold subsidiary was completed on February 16, 2010. Following this transaction, Goldcorp acquired the New Gold subsidiary in exchange for total consideration of $513.0 million. As a result of these transactio ns, Goldcorp now holds a 70% interest in the El Morro project with the remaining 30% held by New Gold.

Goldcorp, as the project operator, has agreed to fund, through interest bearing loans, New Gold’s share of development and construction costs until intended operating levels are achieved. The amounts outstanding will be repaid to the Company during the production period of the El Morro project. The acquisition of the 70% interest in SCM has been accounted for as a business combination in accordance with Section 1582 (note 3), using the acquisition method with Goldcorp as the acquirer.

GOLDCORP | 51

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Purchase price:
Cash	$	513.0

Net assets acquired:
Cash and cash equivalents		3.5
Other current assets		1.9
Mining interests		1,107.0
Other non-current assets		5.1
Current liabilities		(3.1	)
Future income tax liabilities		(376.4	)
Other non-current liabilities		(5.1	)
Non-controlling interests		(219.9	)
	$	513.0

The Company’s management anticipates that there will be no resulting goodwill. Total transaction costs expensed during the three months ended March 31, 2010 relating to the acquisition amounted to $5.3 million, included in interest income and other expenses.

The net loss for the El Morro project for the period between February 16, 2010 and March 31, 2010 included in these consolidated interim financial statements amounted to $nil. There would be no impact to the net loss for the Company for the three months ended March 31, 2010, had the acquisition of the 70% interest in SCM occurred on January 1, 2010.

On January 13, 2010, Goldcorp received a statement of claim filed by Barrick against Goldcorp, New Gold and certain of New Gold’s subsidiaries, relating to the exercise of the right of first refusal by a New Gold subsidiary in respect of the El Morro project. During March 2010, Barrick filed a motion to amend its claim to add various Xstrata entities as defendants, which is scheduled to be heard by the court on May 20, 2010. The Company’s management believes that Goldcorp has acted lawfully and appropriately in all aspects of this transaction and intends to defend Goldcorp against Barrick’s claim.

GOLDCORP | 52

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

6.	MINING INTERESTS

	March 31, 2010							December 31, 2009
	Cost		Accumulated depreciation and depletion			Net book value		Cost		Accumulated depreciation and depletion			Net book value
Mining properties	$	18,288.1	$	(1,184.1	)	$	17,104.0	$	16,614.3	$	(1,108.3	)	$	15,506.0
Plant and equipment		3,234.7		(673.8	)		2,560.9		3,120.0		(624.7	)		2,495.3
	$	21,522.8	$	(1,857.9	)	$	19,664.9	$	19,734.3	$	(1,733.0	)	$	18,001.3

A summary by property of the net book value is as follows:

	Mining properties
	Depletable		Non-depletable		Total		Plant and equipment		March 31 2010		December 31 2009
Red Lake	$	382.8	$	2,107.5	$	2,490.3	$	299.4	$	2,789.7	$	2,776.3
Porcupine		154.5		101.9		256.4		159.5		415.9		422.3
Musselwhite		105.8		130.4		236.2		162.8		399.0		389.6
Éléonore		-		851.6		851.6		-		851.6		832.9
Terrane (a)		-		198.5		198.5		0.4		198.9		197.8
San Dimas		32.2		-		32.2		6.2		38.4		35.7
Los Filos		450.6		77.4		528.0		204.7		732.7		732.9
El Sauzal		111.7		55.6		167.3		10.0		177.3		189.5
Peñasquito (b)		-		9,116.8		9,116.8		1,412.2		10,529.0		10,016.4
Mexican exploration projects		-		167.3		167.3		-		167.3		167.3
Marlin		570.4		125.0		695.4		55.5		750.9		763.2
Cerro Blanco		-		64.0		64.0		-		64.0		59.6
Alumbrera		331.9		-		331.9		165.7		497.6		511.8
Marigold		89.7		77.2		166.9		49.4		216.3		218.9
Wharf		6.4		-		6.4		7.4		13.8		14.6
El Morro (c)		-		1,109.3		1,109.3		-		1,109.3		-
Corporate and other		-		-		-		27.7		27.7		28.6
	$	2,236.0	$	14,182.5	$	16,418.5	$	2,560.9	$	18,979.4	$	17,357.4
Investments accounted for using the equity method
Pueblo Viejo (d)		-		685.5		685.5		-		685.5		587.1
El Limón (e)		-		-		-		-		-		56.8
		-		685.5		685.5		-		685.5		643.9
	$	2,236.0	$	14,868.0	$	17,104.0	$	2,560.9	$	19,664.9	$	18,001.3

(a)	Included in the carrying amount is capitalized interest incurred during the three months ended March 31, 2010 amounting to $0.3 million (three months ended March 31, 2009 - $0.1 million) (note 7(a)).

(b)

During the three months ended March 31, 2010, the Company capitalized $0.4 million relating to stock options vested during the period (three months ended March 31, 2009 - $1.9 million) (note 11(b)). Included in the carrying amount is the fair value assigned to the Camino Rojo project acquired from Canplats on February 4, 2010 (note 5(a)).

(c)	Included in the carrying amount is capitalized interest incurred during the period from the acquisition date, February 16, 2010, to March 31, 2010 in the amount of $0.5 million (note 7(b)).

(d)	Pueblo Viejo is an exploration/development stage property with no current operations. The carrying amount represents the fair value of the property at the time it was acquired, plus subsequent expenditures which have been invested in property development.

(e)	The El Limón project was disposed of on February 24, 2010. As a result, the net book value of the Company’s investment in El Limón of $56.8 million and the associated future income tax liability balance of $7.9 million were derecognized on February 24, 2010 (note 4).

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

7.	CURRENT AND LONG-TERM DEBT

	March 31 2010		December 31 2009
Current debt
C$40 million non-revolving term loan (a)	$	17.2	$	16.7
Long-term debt
$1.5 billion revolving credit facility (b)	$	450.0	$	-
$862.5 million convertible senior notes (c)		725.7		719.0
	$	1,175.7	$	719.0

(a)

On July 8, 2008, Terrane entered into a credit agreement for an 18-month, non-revolving term loan facility of up to C$40 million to further advance Terrane's long lead-time capital equipment procurement program in support of the construction of an open pit mine and 60,000 tonnes per day processing plant at Terrane’s Mt. Milligan project. On January 7, 2010, the credit agreement was extended to May 7, 2010. On March 31, 2010, Terrane had C$17.5 million ($17.2 million) outstanding under prime rate loans with a weighted average annual effective interest rate of 3.4%. This amount is classified as a current liability. Interest incurred and capitalized to mining interests for the three months ended March 31, 2010 amounted to $0.3 million (three months ended March 31, 2009 - $0.1 million) (note 6(a)).

Terrane and the Company have agreed to work towards extending the credit facility for another year to May 7, 2011.

(b)

On May 18, 2007, the Company entered into a $1.5 billion revolving credit facility. The revolving credit facility is unsecured and amounts drawn are required to be refinanced or repaid on or by May 18, 2012. Effective June 1, 2009, amounts drawn incur interest at LIBOR plus 0.25% to 0.70% per annum dependent upon the Company’s debt ratings, increasing by an additional 0.05% per annum if the total amount drawn under this facility exceeds $750 million. Undrawn amounts are subject to a 0.07% to 0.175% per annum commitment fee dependent on the Company’s debt ratings. Interest and finance fees incurred for the three months ended March 31, 2010 were $0.5 million (three months ended March 31, 2009 - $0.1 million). Of this amount, $0.5 million were capitalized to the El Morro project (three months ended March 31, 2009 - $nil) (note 6(c)).

(c)

On June 5, 2009, the Company issued convertible senior notes (“the notes” or “the Company’s notes”) with an aggregate principal amount of $862.5 million. Interest on the notes is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2010, at an annual rate of 2.0%.

Interest expensed for the three months ended March 31, 2010 amounted to $11.0 million, which includes $6.7 million of accretion.

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

8.	INCOME AND MINING TAXES

	Three Months Ended March 31
	2010			2009
Current income and mining tax expense	$	180.9		$	184.2
Future income and mining tax recovery		(103.7	)		(157.1	)
	$	77.2		$	27.1

Income tax expense for the three months ended March 31, 2010 and 2009 differs from the amounts that would result from applying the Canadian federal and provincial income tax rates to earnings before taxes. These differences result from the items noted below:

	Three Months Ended March 31
		2010			2009
Earnings before taxes	$	24.5		$	318.3
Canadian federal and provincial income tax rates		28.96	%		30.91	%
Income tax expense based on Canadian federal and provincial income tax rates		7.1			98.4
Increase (decrease) attributable to:
Impact of foreign exchange on future income tax liabilities		60.8			(37.5	)
Other impacts of foreign exchange		5.9			(3.1	)
Non-deductible expenditures		7.7			5.3
Effects of different foreign statutory tax rates on earnings of subsidiaries		(10.5	)		(9.0	)
Tax benefit of the harmonization of Ontario corporate income taxes with Canadian federal income taxes		-			(10.2	)
Other		6.2			(16.8	)
Income tax expense	$	77.2		$	27.1

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

9.	FINANCIAL INSTRUMENTS

(a)	Financial assets and liabilities

The Company’s financial instruments at March 31, 2010 and December 31, 2009 consist of cash, short-term money market investments, marketable securities, accounts receivable, investments in equity securities and warrants, accounts payable and accrued liabilities, current and long-term debt including convertible debt, and foreign currency, heating oil and copper contracts.

Fair values of financial assets and liabilities not already measured and recognized at fair value in the balance sheet

At March 31, 2010, the carrying amounts of accounts receivable not arising from sales of metal concentrates and accounts payable and accrued liabilities are considered to be reasonable approximations of their fair values due to the short-term nature of these instruments. The carrying amounts of the Company’s non-revolving term loan and revolving credit facility (notes 7(a) & (b)) approximate the fair values due to their floating interest rates being in line with market interest rates.

On initial recognition, the carrying amount of the liability component of the Company’s notes (note 7(c)) equaled the fair value of the notes on that date. The fair value of the notes was calculated as the Company’s contractual obligation to make principal and interest payments discounted to net present value using the market interest rate on similar borrowings but without the conversion feature on the initial recognition date of June 5, 2009, being 6.33% per annum. The initial carrying amount of the liability component of the notes has been accreted from June 5, 2009 to March 31, 2010 based on the annual effective interest rate of 6.33%. The estimated market interest rate on similar borrowings without the conversion feature has decreased to approxi mately 4% per annum as at March 31, 2010. Accordingly, the fair value of the liability component of the notes has increased to $801.6 million, compared to a carrying amount of $728.6 million, which includes $2.9 million of accrued interest payable included in accounts payable and accrued liabilities at March 31, 2010.

Marketable securities and investments

The Company’s investments in warrants, classified as held-for-trading, and marketable securities and investments in equity securities classified as available-for-sale are recorded at fair value. At March 31, 2010, the balances outstanding for these instruments and the related gains for the three months then ended were as follows:

	March 31 2010		December 31 2009
Marketable securities
Marketable securities – available-for-sale	$	25.2	$	24.9

Investments
Equity securities – available-for-sale	$	416.8	$	388.0
Warrants – held-for-trading		3.0		2.3
	$	419.8	$	390.3

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Three months ended March 31	2010			2009
Available-for-sale securities	Mark-to market gains in OCI			Mark-to-market gains in OCI
Marketable securities	$	0.3		$	6.1
Investments in equity securities		24.8			26.7
	$	25.1		$	32.8
Future tax expense in OCI		(2.4	)		(6.0	)
	$	22.7		$	26.8

Three months ended March 31	2010		2009
Warrants – held-for-trading	Gains in net loss		Gains in net earnings
Unrealized mark-to-market gains, net of tax of $nil	$	-	$	0.3

Derivative instruments

(i)	Foreign currency, heating oil and copper contracts

During the three months ended March 31, 2010, the Company entered into Canadian dollar and Mexican peso forward and option contracts to purchase the respective foreign currencies at pre-determined US dollar amounts. At March 31, 2010, the Company’s outstanding foreign currency contracts which settle and/or expire over the next nine months were as follows:

1.	Canadian dollar forward contracts to sell $36.0 million at 1.06 to the US dollar;

2.	Canadian dollar call options held to sell $78.0 million at 1.07 to the US dollar;

3.	Canadian dollar put options written to buy $78.0 million at 1.09 to the US dollar;

4.	Mexican peso forward contracts to sell $57.0 million at 13.78 to the US dollar;

5.	Mexican peso call options held to sell $84.0 million at 13.25 to the US dollar; and

6.	Mexican peso put options written to buy $84.0 million at 14.70 to the US dollar.

During the three months ended March 31, 2010, the Company entered into heating oil forward contracts that are cash settled by reference to the monthly NYMEX heating oil commodity price. At March 31, 2010, the Company had outstanding forward contracts to purchase 1.4 million gallons of heating oil at an average price of $2.01 per gallon that settle over the next three months.

During the three months ended March 31, 2010, the Company entered into copper forward and option contracts that are cash settled to manage its exposure to copper price volatility. At March 31, 2010, the Company’s outstanding copper contracts which expire over the next six months were as follows:

1.	Forward contracts to sell 6.0 million pounds at an average price of $3.17 per pound;

2.	Options held to sell 21.8 million pounds at an average price of $3.14 per pound; and

3.	Options written to buy 21.8 million pounds at an average price of $3.55 per pound.

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

At March 31, 2010 the fair values of derivative contracts outstanding and the gains included in net loss for the three months then ended were as follows:

	March 31 2010			December 31 2009
Current derivative assets, included in other current assets
Foreign currency contracts	$	18.0		$	6.6
Heating oil forward contracts		0.3			0.2
Copper contracts		1.4			1.3
		19.7			8.1
Current derivative liabilities
Foreign currency contracts		(1.0	)		(1.2	)
Copper contracts		(6.6	)		(10.2	)
		(7.6	)		(11.4	)
	$	12.1		$	(3.3	)

Three months ended March 31	2010			2009
Realized gains (losses) on matured contracts	$	(2.3	)	$	0.1
Unrealized mark-to-market gains on outstanding contracts and reversal of mark-to-market losses on matured contracts		15.4			0.9
Gain on non-hedge derivatives, net	$	13.1		$	1.0

(ii)	Embedded derivatives

Financial instruments and non-financial contracts may contain embedded derivatives, which are required to be accounted for separately at fair value as derivatives when the risks and characteristics of the embedded derivatives are not closely related to those of their host contract and the host contract is not carried at fair value. The Company regularly assesses its financial instruments and non-financial contracts to ensure that any embedded derivatives are accounted for in accordance with its policy. There were no material embedded derivatives requiring separate accounting at March 31, 2010 or December 31, 2009. Embedded derivatives relating to sales of metal concentrates that are subject to provisional pricing are not required to be accounted for separately as outstanding amounts are measured at fair value at the end of each period.

(b)	Financial instrument risk exposure

The following describes the types of risks that the Company is exposed to and its objectives and policies for managing those risk exposures.

Credit risk

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Liquidity risk

At March 31, 2010, Goldcorp held cash and cash equivalents of $392.6 million (December 31, 2009- $874.6 million) and had working capital of $572.4 million (December 31, 2009 - $866.5 million).

	March 31, 2010										December 31 2009
	Within 1 year		2 to 3 years		4 to 5 years		Over 5 years		Total		Total
Accounts payable and accrued liabilities	$	417.8	$	-	$	-	$	-	$	417.8	$	382.0
Current derivative liabilities (note 9(a))		7.6		-		-		-		7.6		11.4
Debt re-payments (principal portion)		17.2		450.0		862.5		-		1,329.7		879.2
Interest payments on convertible senior notes		17.2		34.5		25.9		-		77.6		88.9
Capital expenditure commitments		129.8		28.1		-		-		157.9		172.3
Minimum rental and lease payments		1.5		3.4		3.2		2.6		10.7		11.5
Reclamation and closure cost obligations		23.9		37.3		20.8		435.4		517.4		523.5
	$	615.0	$	553.3	$	912.4	$	438.0	$	2,518.7	$	2,068.8

At March 31, 2010, the Company had letters of credit outstanding and secured deposits in the amount of $275.7 million (December 31, 2009 - $270.9 million).

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Market Risk

(iv)	Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign currency exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and zinc are sold in US dollars and the Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Argentinean pesos, Chilean pesos, Guatemalan quetzals and Honduran lempiras. The appreciation of non-US dollar currencies against the US dollar can increase the costs of gold, silver, copper, lead and zinc production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are denominated in non-US dollar currencies which are subject to currency ri sk. Accounts receivable and other current and long-term assets denominated in non-US dollars relate to goods and services taxes, value-added taxes and insurance receivables. At March 31, 2010, the Company had $4.3 billion of future income tax liabilities, net, which arose primarily from the acquisitions of Placer Dome Inc.’s assets and Glamis in 2006, Gold Eagle in the third quarter of 2008 and the Camino Rojo and El Morro projects during the first quarter of 2010 which are denominated in local currencies. The future income tax liabilities are considered monetary items, which are translated each period end at current exchange rates, with the gain or loss recorded in earnings for the period.

The Company is exposed to currency risk through the following financial assets and liabilities and future income tax liabilities denominated in currencies other than US dollars at March 31, 2010:

March 31, 2010	Cash and cash equivalents		Accounts receivable and other current and long-term assets		Income and mining taxes receivable (payable)			Accounts payable and accrued liabilities			Current debt			Future income tax assets (liabilities)
Canadian dollar	$	3.6	$	13.5	$	(136.5	)	$	(141.7	)	$	(17.2	)	$	(1,695.1	)
Mexican peso		6.6		95.6		(34.2	)		(140.9	)		-			(2,113.0	)
Argentinean peso		1.6		15.8		(54.2	)		(49.2	)		-			(102.7	)
Chilean peso		-		7.0		-			(8.7	)		-			(378.4	)
Guatemalan quetzal		4.3		2.9		(0.1	)		(22.1	)		-			29.0
Honduran lempira		0.3		1.3		1.7			(0.4	)		-			0.5
	$	16.4	$	136.1	$	(223.3	)	$	(363.0	)	$	(17.2	)	$	(4,259.7	)


December 31, 2009	Cash and cash equivalents		Accounts receivable and other current and long-term assets		Income and mining taxes receivable (payable)			Accounts payable and accrued liabilities			Current debt			Future income tax liabilities
Canadian dollar	$	4.0	$	10.8	$	(167.5	)	$	(152.0	)	$	(16.7	)	$	(1,216.9	)
Mexican peso		9.5		86.1		3.2			(128.9	)		-			(2,371.7	)
Argentinean peso		1.0		17.8		(49.8	)		(55.5	)		-			(107.5	)
Guatemalan quetzal		3.5		12.1		-			(23.3	)		-			(12.3	)
Honduran lempira		0.7		-		1.7			(1.6	)		-			(4.3	)
	$	18.7	$	126.8	$	(212.4	)	$	(361.3	)	$	(16.7	)	$	(3,712.7	)

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

(v)	Interest rate risk

(iii) Price risk

10. MANAGEMENT OF CAPITAL

There has been no significant change in the Company’s objectives, policies and processes for managing its capital during the three months ended March 31, 2010. At March 31, 2010, the Company expects its capital resources which include the project financing for Pueblo Viejo finalized in April 2010 (note 16(b)) and projected free cash flows from continuing operations to support its normal operating requirements and planned development and exploration of its mineral properties. At March 31, 2010, there was no externally imposed capital requirement to which the Company is subject, which the Company has not complied with.

GOLDCORP | 61

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

11.	SHAREHOLDERS’ EQUITY

At March 31, 2010, the Company had unlimited authorized common shares and 733.9 million common shares issued and outstanding (December 31, 2009 – 733.6 million). Refer to the Consolidated Statements of Shareholders’ Equity for movement in capital stock.

(a)	Share purchase warrants

At March 31, 2010, the Company had 9.2 million warrants outstanding (December 31, 2009 – 9.2 million). Of the 9.2 million warrants outstanding, 8.4 million entitle the holders to purchase at any time one common share of Goldcorp at an exercise price of C$45.75 per share and expire on June 9, 2011. These warrants are trading on the Toronto and New York Stock Exchanges. The remaining 0.8 million warrants which were issued pursuant to the acquisition of Gold Eagle in 2008 entitle the holders to purchase at any time one common share of Goldcorp at an exercise price of C$34.76 per share and expire on June 26, 2011.

(b)	Stock options and Restricted share units

Stock options:

The Company has a 2005 Stock Option Plan which allows for up to 32.5 million stock options, with a maximum exercise period of five years, to be granted to employees and officers. Of the 13.6 million stock options outstanding at March 31, 2010, 12.5 million relate to options granted under the 2005 Stock Option Plan.

A summary of changes in outstanding stock options is as follows:

	Options Outstanding (000’s)			Weighted Average Exercise Price (C$/option)
At January 1, 2009		13,271		$	28.85
Granted		5,003			35.73
Exercised		(3,664	)		24.20
Cancelled		(541	)		37.70
At December 31, 2009		14,069		$	32.16
Granted		-			-
Exercised		(304	)		19.24
Cancelled		(162	)		36.58
At March 31, 2010		13,603		$	32.40

The following table summarizes information about the options outstanding at March 31, 2010:

		Options Outstanding						Options Exercisable
Exercise Prices (C$)		Options Outstanding (000’s)		Weighted Average Exercise Price (C$/option)		Weighted Average Remaining Contractual Life (years)		Options Outstanding and Exercisable (000’s)		Weighted Average Exercise Price (C$/option)		Weighted Average Remaining Contractual Life (years)
$	8.06 – $10.45		102		10.45		1.8		102		10.45		1.8
$	12.55 – $14.94		104		12.77		1.8		104		12.77		1.8
$	16.87 – $19.23		1,946		18.72		4.8		1,946		18.72		4.8
$	23.80 – $26.76		1,664		25.64		5.8		1,664		25.64		5.8
$	28.84 – $31.93		1,037		30.95		6.1		1,037		30.95		6.1
$	33.60 – $35.62		4,865		35.54		4.2		226		33.86		6.3
$	37.82 – $39.77		3,885		39.70		3.2		1,174		39.70		3.2
			13,603	$	32.40		4.3		6,253	$	26.85		4.9

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

Restricted share units:

The Company has a Restricted Share Unit (“RSU”) Plan which allows for up to 4.2 million RSUs to be granted to employees and directors. Each RSU is exercisable into one common share for no additional consideration. RSUs vest over a period of up to three years from the date of issuance.

There were no RSUs issued during the three months ended March 31, 2010. At March 31, 2010, the Company had 0.4 million RSUs outstanding (December 31, 2009 - 0.4 million).

Stock options and Restricted share units:

Total stock options and RSUs vested during the three months ended March 31, 2010 and credited to shareholders’ equity was $10.6 million (three months ended March 31, 2009 - $11.4 million). Of this amount, $0.4 million (three months ended March 31, 2009 - $1.9 million) relates to the development of Peñasquito and is capitalized and included in the carrying amount of the mining property (note 6(b)). The remaining $10.2 million (three months ended March 31, 2009 - $9.5 million) is recorded as stock based compensation expense and included in corporate administration.

(c)	Employee share purchase plan

The Company’s Employee Share Purchase Plan allows Goldcorp employees in Canada to purchase the Company’s common shares through payroll deductions. Employees may contribute up to 6% of their eligible earnings and the Company matches 50% of these contributions. Compensation expense, representing the Company’s contributions measured based on the market price of the underlying common shares at the date of contribution, was $0.8 million for the three months ended March 31, 2010 (three months ended March 31, 2009 - $0.6 million).

(d)	Diluted net earnings (loss) per share

Diluted net earnings (loss) per share is calculated based on the following weighted-average number of shares outstanding:

	Three Months Ended March 31
(in thousands)	2010		2009
Basic weighted-average number of shares outstanding		733,760		729,751
Effect of dilutive securities:
Stock options		-		3,042
Restricted share units		-		388
Share purchase warrants		-		45
Diluted weighted-average number of shares outstanding		733,760		733,226

As a result of a net loss incurred during the three months ended March 31, 2010, the effect of the following securities was anti-dilutive, and therefore excluded from the computation of diluted weighted-average number of shares:


(in thousands)	2010
Stock options		2,530
Restricted share units		389
Share purchase warrants		8,541
Convertible senior notes		17,975

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First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

The following lists the securities excluded from the computation of diluted net earnings per share for the three months ended March 31, 2009 because the underlying exercise prices exceeded the average market value of the common shares of C$36.80:

(in thousands)	2009
Stock options		4,432
Share purchase warrants		8,439

12.	ACCUMULATED OTHER COMPREHENSIVE INCOME

	March 31 2010		December 31 2009
Accumulated other comprehensive income
Unrealized foreign exchange translation adjustment	$	101.9	$	101.9
Mark-to-market gains on available-for-sale marketable securities and investments, net of tax of $19.7 million (December 31, 2009 - $17.3 million) (note 9(a))		159.6		136.9
	$	261.5	$	238.8

13.	SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended March 31
	2010			2009
Change in non-cash operating working capital
Accounts receivable	$	(29.1	)	$	(22.0	)
Income and mining taxes receivable		27.4			(7.5	)
Inventories and stockpiled ore		(22.5	)		(23.4	)
Accounts payable and accrued liabilities		4.9			(7.4	)
Income and mining taxes payable		126.8			48.3
Other		(0.9	)		6.8
	$	106.6		$	(5.2	)
Acquisitions, net of cash acquired
Camino Rojo project (note 5(a))	$	(285.8	)	$	-
El Morro project (note 5(b))		(509.5	)		-
	$	(795.3	)	$	-
Operating activities included the following cash payments
Interest paid	$	12.5		$	0.4
Income and mining taxes paid	$	9.8		$	10.5
Investing activities included the following cash payments
Income and mining taxes paid	$	148.7		$	-

Cash and cash equivalents are comprised of:

	March 31 2010		March 31 2009
Cash	$	162.8	$	96.3
Short-term money market investments		229.8		164.5
	$	392.6	$	260.8

GOLDCORP | 64

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

14.	SEGMENTED INFORMATION

Significant information relating to the Company's mining properties considered as reportable operating segments is summarized in the tables below.

	Revenues		Depreciation and depletion		Earnings (loss) from operations			Expenditures on mining interests (including deposits)		Total assets
	Three months ended March 31, 2010									At March 31 2010
Red Lake	$	188.7	$	25.9	$	108.7		$	38.9	$	3,225.6
Porcupine		68.9		22.4		4.9			14.6		457.2
Musselwhite		67.0		7.8		15.3			15.2		417.6
Éléonore		-		-		-			24.0		934.0
Terrane		-		-		(1.1	)		1.1		199.9
San Dimas		31.3		1.6		14.7			3.6		119.5
Los Filos		81.9		11.9		38.2			11.4		982.8
El Sauzal		37.4		14.5		10.2			2.1		214.3
Peñasquito (1)		-		-		-			87.3		10,990.9
Mexican exploration projects		-		-		-			-		167.3
Marlin		100.7		22.1		48.0			9.8		848.9
Cerro Blanco		-		-		-			4.5		68.5
Alumbrera		124.0		15.6		53.9			2.5		775.2
Marigold		34.0		5.1		11.9			3.0		293.9
Wharf		16.4		1.6		5.8			0.7		42.2
El Morro		-		-		-			2.3		1,118.8
Pueblo Viejo		-		-		-			95.7		685.5
Other (2)		-		2.8		(45.4	)		1.1		622.3
Total	$	750.3	$	131.3	$	265.1		$	317.8	$	22,164.4

	Revenues		Depreciation and depletion		Earnings (loss) from operations			Expenditures on mining interests (including deposits)		Total assets
	Three months ended March 31, 2009									At March 31 2009
Red Lake	$	149.9	$	21.5	$	80.8		$	21.9	$	3,230.2
Porcupine		71.5		15.7		19.6			4.4		471.2
Musselwhite		50.8		6.6		12.7			15.5		360.2
Éléonore		-		-		-			2.9		847.1
Terrane		-		-		(1.0	)		4.6		196.6
San Dimas		30.5		2.6		15.3			3.5		182.3
Los Filos		55.8		11.2		15.9			21.4		853.9
El Sauzal		67.1		26.1		31.6			1.3		276.7
Peñasquito		-		-		-			165.0		10,097.7
Mexican exploration projects		-		-		-			-		167.3
Marlin		73.0		17.8		28.9			7.4		863.1
Cerro Blanco		-		-		-			3.6		53.6
Alumbrera		94.7		18.3		30.1			3.5		788.5
Marigold		17.8		3.0		0.5			1.8		250.2
Wharf		13.7		1.4		1.9			0.3		66.3
Pueblo Viejo		-		-		-			95.4		351.2
El Limón		-		-		-			-		89.8
Other (2)		-		2.1		(34.5	)		1.9		182.5
Total	$	624.8	$	126.3	$	201.8		$	354.4	$	19,328.4

GOLDCORP | 65

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

(1)	Includes the Camino Rojo project acquired on February 4, 2010 (note 5(a)).

(2)	Includes corporate activities, the results of El Limón to February 24, 2010, the date of disposition, and the results of San Martin, which commenced reclamation activities in October 2007.

(3)	Intersegment sales and transfers are eliminated in the above financial information reported to the Company’s chief operating decision maker.

15.	CONTINGENCIES

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the opinion of management, these matters will not have a material effect on the Company’s consolidated financial position or results of operations.

16.	SUBSEQUENT EVENTS

(a)

(b)

In April 2010, Barrick, the project operator, and Goldcorp finalized the terms for $1.035 billion (100% basis) in project financing for Pueblo Viejo ($414.0 million – Goldcorp’s share). The lending syndicate is comprised of international financial institutions including export credit agencies and commercial banks. The financing amount is divided into two tranches of $775.0 million and $260.0 million with tenors of fifteen years and twelve years, respectively. Of the $775.0 million tranche, $375.0 million bears a fixed coupon rate of 4.02% for the entire fifteen years with the remaining $400.0 million at a coupon rate of LIBOR plus 3.25% pre-completion and scales gradually to LIBOR plus 5.10% (inclusive of a political risk insurance premium) for years thirteen to fifteen. The $260.0 million tranche bears a coupon rate of LIBOR plus 3.25% pr e-completion and scales gradually to LIBOR plus 4.85% (inclusive of political risk insurance premium) for years eleven and twelve. Barrick and Goldcorp will each provide a guarantee for their proportionate share which will terminate upon Pueblo Viejo meeting certain operating completion tests and will be subject to a carve-out for certain political risk events.

(c)

In April, 2010, Pueblo Viejo Dominicana Corporation (“PVDC”), the entity that owns the Pueblo Viejo project, received a copy of an action filed in the Dominican Republic by Fundacion Amigo de Maimon Inc., Fundacion Miguel L. De Pena Garcia Inc., and six individuals. The action alleges a variety of matters couched as violations of fundamental rights, including taking of private property, violations of mining and environmental and other laws, slavery, human trafficking and bribery of government officials. The complaint does not describe the relief sought, but the action is styled as an amparo remedy, which typically includes some form of injunctive relief. PVDC intends to vigorously defend the action.

GOLDCORP | 66

First Quarter Report – 2010

(in United States dollars, tabular amounts in millions, except where noted – Unaudited)

HEAD OFFICE

Park Place

Suite 3400 – 666 Burrard Street

Vancouver, BC V6C 2X8

Canada

Tel: (604) 696-3000

Fax: (604) 696-3001

www.goldcorp.com

TORONTO OFFICE

Suite 3201 – 130 Adelaide Street West

Toronto, ON M5H 3P5

Canada

Tel: (416) 865-0326

Fax: (416) 359-9787

RENO OFFICE

Suite 310 – 5190 Neil Road

Reno, NV 89502

United States

Tel: (775) 827-4600

Fax: (775) 827-5044

MEXICO OFFICE

Paseo de las Palmas 425-15

Lomas de Chapultepec

11000 Mexico, D.F.

Tel: 52 (55) 5201 9600

STOCK EXCHANGE LISTING

Toronto Stock Exchange: G

New York Stock Exchange: GG

TRANSFER AGENT

CIBC Mellon Trust Company

Suite 1600- 1066 West Hastings Street

Vancouver, BC V6E 3X1

Canada

Toll free in Canada and the US:

(800) 387-0825

Outside of Canada and the US:

(416) 643-5500

Email: inquiries@cibcmellon.com

www.cibcmellon.com

INVESTOR RELATIONS

Jeff Wilhoit

Vice President, Investor Relations

Toll free: (800) 567-6223

Email: info@goldcorp.com

AUDITORS

Deloitte & Touche LLP

Vancouver, BC

GOLDCORP | 67

EX-99.2 3 ex99_2.htm GOLDCORP INC. CEO CERTIFICATE ex99_2.htm

Exhibit 99.2

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Charles Jeannes, Chief Executive Officer of Goldcorp Inc., certify the following:

1.	Review: I have reviewed the consolidated interim financial statements and interim MD&A (together, the “interim filings”) of Goldcorp Inc. (the “issuer”) for the interim period ended March 31, 2010;

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the consolidated interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

- 2 -

5.2

N/A.

5.3	Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a)

the fact that the issuer’s other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i)

Minera Alumbrera Limited ("Alumbrera"), a proportionately consolidated entity in which the issuer has an interest;

(b)

summary financial information about Alumbrera, that has been proportionately consolidated in the issuer’s consolidated financial statements.

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2010 and ended on March 31, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:

April 28, 2010

”Charles Jeannes”

Signature: Charles Jeannes

Title: Chief Executive Officer

EX-99.3 4 ex99_3.htm GOLDCORP INC. CFO CERTIFICATE ex99_3.htm

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Lindsay Hall, Executive Vice President and Chief Financial Officer of Goldcorp Inc., certify the following:

1.	Review: I have reviewed the consolidated interim financial statements and interim MD&A (together, the “interim filings”) of Goldcorp Inc. (the “issuer”) for the interim period ended March 31, 2010;

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2

N/A.

- 2 -

5.3	Limitation on scope of design: The issuer has disclosed in its interim MD&A

(a)

the fact that the issuer’s other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(i)

Minera Alumbrera Limited ("Alumbrera"), a proportionately consolidated entity in which the issuer has an interest;

(b)

summary financial information about Alumbrera, that has been proportionately consolidated in the issuer’s consolidated financial statements.

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2010 and ended on March 31, 2010 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:

April 28, 2010

“Lindsay Hall”

Signature: Lindsay Hall

Title: Executive Vice President and

Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

		GOLDCORP INC.

Date: April 29, 2010		/s/ Anna M. Tudela
		Name: Anna M. Tudela
		Title: Vice-President, Regulatory Affairs and Corporate Secretary

	Three Months Ended
	March 31					December 31								June 30
	2010			2009		2009		2008		2009		2008		2009			2008

Revenues	$	750.3		$	624.8	$	778.3	$	609.0	$	691.9	$	552.2	$	628.6		$	631.7
Gold produced (ounces)		625,000			616,500		601,300		691,800		621,100		557,400		582,400			553,200
Gold sold (ounces) (1)		569,100			607,900		573,100		680,200		601,500		550,500		564,800			556,200
Average realized gold price (per ounce)	$	1,110		$	912	$	1,107	$	797	$	968	$	865	$	927		$	897
Average London spot gold price (per ounce)	$	1,109		$	908	$	1,100	$	795	$	960	$	872	$	922		$	896
Earnings from operations	$	265.1		$	201.8	$	241.0	$	51.0	$	217.9	$	99.4	$	155.3		$	136.2
Net earnings (loss) attributable to shareholders of Goldcorp	$	(52.3	)	$	290.9	$	66.7	$	958.1	$	114.2	$	297.2	$	(231.6	)	$	(9.2	)
Net earnings (loss) per share Basic	$	(0.07	)	$	0.40	$	0.09	$	1.31	$	0.16	$	0.42	$	(0.32	)	$	(0.01	)
Diluted	$	(0.07	)	$	0.40	$	0.09	$	1.31	$	0.16	$	0.42	$	(0.32	)	$	(0.01	)
Cash flow from operating activities	$	314.4		$	298.1	$	366.5	$	247.9	$	341.9	$	217.1	$	263.7		$	184.7
Total cash costs – by-product (per gold ounce) (2)(3)	$	325		$	288	$	289	$	323	$	295	$	346	$	310		$	308
Total cash costs – co-product (per gold ounce) (2)(4)	$	433		$	353	$	422	$	358	$	384	$	398	$	402		$	432
Dividends paid	$	33.0		$	32.9	$	33.0	$	32.7	$	32.9	$	32.1	$	32.9		$	32.0
Cash and cash equivalents	$	392.6		$	260.8	$	874.6	$	262.3	$	785.3	$	453.9	$	866.0		$	1,160.8
Total assets	$	22,164.4		$	19,328.4	$	20,948.7	$	19,001.5	$	20,624.3	$	19,017.0	$	20,309.5		$	18,012.1

	Three Months Ended
Operating Data	March 31 2010			December 31 2009			September 30 2009			June 30 2009			March 31 2009
Tonnes of ore milled		211,500			197,700			194,400			200,100			189,500
Average mill head grade (grams/tonne)		27			27			30			21			27
Average recovery rate		97	%		97	%		97	%		96	%		96	%
Gold (ounces)
– Produced		181,200			156,300			178,800			125,700			161,900
– Sold		169,400			163,100			179,500			128,500			164,200
Average realized gold price (per ounce)	$	1,112		$	1,111		$	969		$	927		$	911
Total cash costs (per ounce)	$	298		$	317		$	255		$	326		$	265
Financial Data
Revenues	$	188.7		$	181.5		$	174.1		$	119.3		$	149.9
Depreciation and depletion	$	25.9		$	28.9		$	28.1		$	22.6		$	21.5
Earnings from operations	$	108.7		$	99.7		$	96.5		$	52.2		$	80.8
Expenditures on mining interests	$	38.9		$	34.8		$	28.9		$	24.2		$	21.9

	Three Months Ended
Operating Data	March 31 2010			December 31 2009			September 30 2009			June 30 2009			March 31 2009
Tonnes of ore milled		1,020,200			1,005,100			1,013,900			1,007,700			998,700
Average mill head grade (grams/tonne)		1.98			2.40			2.90			2.68			2.82
Average recovery rate (%)		91	%		93	%		93	%		90	%		90	%
Gold (ounces)
– Produced		62,100			71,700			90,600			77,700			78,300
– Sold		62,000			71,600			90,800			77,600			78,600
Average realized gold price (per ounce)	$	1,110		$	1,103		$	959		$	932		$	909
Total cash costs (per ounce)	$	654		$	509		$	406		$	436		$	450
Financial Data
Revenues	$	68.9		$	79.1		$	87.1		$	72.5		$	71.5
Depreciation and depletion	$	22.4		$	19.2		$	19.0		$	16.0		$	15.7
Earnings from operations	$	4.9		$	20.0		$	28.1		$	21.0		$	19.6
Expenditures on mining interests	$	14.6		$	14.2		$	10.1		$	8.9		$	4.4

	Three Months Ended
Operating Data	March 31 2010			December 31 2009			September 30 2009			June 30 2009			March 31 2009
Tonnes of ore milled		334,500			337,000			291,800			340,900			319,800
Average mill head grade (grams/tonne)		5.85			5.49			5.51			6.94			5.72
Average recovery rate (%)		96	%		95	%		95	%		95	%		95	%
Gold (ounces)
– Produced		61,300			56,300			49,800			71,900			54,600
– Sold		60,500			55,500			48,400			72,100			55,200
Average realized gold price (per ounce)	$	1,106		$	1,105		$	958		$	927		$	920
Total cash costs (per ounce)	$	681		$	605		$	737		$	508		$	532
Financial Data
Revenues	$	67.0		$	61.4		$	46.4		$	66.9		$	50.8
Depreciation and depletion	$	7.8		$	8.3		$	8.0		$	7.5		$	6.6
Earnings from operations	$	15.3		$	17.2		$	1.0		$	21.2		$	12.7
Expenditures on mining interests	$	15.2		$	23.9		$	23.1		$	16.4		$	15.5

		Revenues		Gold produced (ounces)		Gold sold (ounces)		Average realized gold price (per ounce)		Earnings (loss) from Operations			Total cash costs (per gold ounce) (1)
Red Lake	2010	$	188.7		181,200		169,400	$	1,112	$	108.7		$	298
	2009		149.9		161,900		164,200		911		80.8			265
Porcupine	2010		68.9		62,100		62,000		1,110		4.9			654
	2009		71.5		78,300		78,600		909		19.6			450
Musselwhite	2010		67.0		61,300		60,500		1,106		15.3			681
	2009		50.8		54,600		55,200		920		12.7			532
Terrane	2010		-		-		-		-		(1.1	)		-
	2009		-		-		-		-		(1.0	)		-
San Dimas (1)	2010		31.3		24,900		24,900		1,104		14.7			374
	2009		30.5		27,700		28,000		913		15.3			257
Los Filos	2010		81.9		72,100		72,400		1,111		38.2			412
	2009		55.8		60,500		60,700		911		15.9			467
El Sauzal	2010		37.4		33,700		33,800		1,102		10.2			352
	2009		67.1		70,900		72,800		913		31.6			120
Peñasquito (2)	2010		-		30,700		-		-		-			-
	2009		-		16,400		-		-		-			-
Marlin (1)	2010		100.7		68,900		70,500		1,113		48.0			109
	2009		73.0		64,500		67,700		907		28.9			217
Alumbrera (1)	2010		124.0		41,300		30,800		1,119		53.9			(961	)
	2009		94.7		47,200		44,400		925		30.1			(368	)
Marigold	2010		34.0		30,500		30,700		1,110		11.9			507
	2009		17.8		16,600		19,500		912		0.5			728
Wharf	2010		16.4		18,300		14,100		1,110		5.8			562
	2009		13.7		15,300		14,200		910		1.9			674
Other (3)	2010		-		-		-		-		(45.4	)		-
	2009		-		2,600		2,600		911		(34.5	)		-
Total	2010		750.3		625,000		569,100		1,110		265.1			325
	2009	$	624.8		616,500		607,900	$	912	$	201.8		$	288