Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Three and Six Months Ended June 30, 2013

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with Silver Wheaton Corp.’s (“Silver Wheaton” or the “Company”) unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2013 and related notes thereto which have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”). In addition, the following should be read in conjunction with the 2012 audited consolidated financial statements, the related MD&A and the 2012 Annual Information Form as well as other information relating to Silver Wheaton on file with the Canadian securities regulatory authorities and on SEDAR at www.sedar.com. This MD&A contains “forward looking” statements that are subject to risk factors set out in the cautionary note contained on page 33 of this MD&A. All figures are presented in United States dollars unless otherwise noted. This MD&A has been prepared as of August 14, 2013.

Highlights

• Record attributable silver equivalent production for the three and six months ended June 30, 2013 of 8.6 million ounces (6.4 million ounces of silver and 35,600 ounces of gold) and 16.9 million ounces (12.6 million ounces of silver and 73,000 ounces of gold), respectively, representing an increase of 28% and 26% over the comparable periods in 2012.

• Attributable silver equivalent sales for the three and six months ended June 30, 2013 of 7.2 million ounces (5.1 million ounces of silver and 33,900 ounces of gold) and 14.2 million ounces (11.1 million ounces of silver and 50,800 ounces of gold), respectively, representing an increase of 4% and 8% over the comparable periods in 2012, with ounces sold for the most recently completed six month period representing a record for the Company.

• Revenue for the three and six months ended June 30, 2013 of $166.9 million and $372.7 million, respectively, compared with $201.4 million and $401.0 million for the comparable periods in 2012, representing a decrease of 17% and 7%, respectively.

• Net earnings for the three and six months ended June 30, 2013 of $71.1 million ($0.20 per share) and $204.5 million ($0.58 per share), respectively, compared with $141.4 million ($0.40 per share) and $288.6 million ($0.82 per share) for the comparable periods in 2012, representing a decrease of 50% and 29%, respectively.

• Operating cash flows for the three and six months ended June 30, 2013 of $125.3 million ($0.35 per share¹) and $290.9 million ($0.82 per share¹), respectively, compared with $172.9 million ($0.49 per share¹) and $336.7 million ($0.95 per share¹) for the comparable periods in 2012, representing a decrease of 28% and 14%, respectively.

• On August 14, 2013, the Board of Directors declared a dividend in the amount of $0.10 per common share as the result of an amended dividend policy whereby the quarterly dividend will be equal to 20% of the average of the previous four quarters operating cash flow, with a gradual implementation. This dividend is payable to shareholders of record on August 30, 2013 and is expected to be distributed on or about September 12, 2013.

• Average cash costs² for the three and six months ended June 30, 2013 of $4.77 and $4.58 per silver equivalent ounce, respectively, compared with $4.06 and $4.07 per silver equivalent ounce, respectively, for the comparable periods in 2012.

• Cash operating margin³ for the three and six months ended June 30, 2013 of $18.28 and $21.73 per silver equivalent ounce, respectively, compared with $25.01 and $26.65 per silver equivalent ounce, respectively, for the comparable periods in 2012.

• As at June 30, 2013, approximately 5.0 million payable silver equivalent ounces attributable to the Company have been produced at the various mines and will be recognized in future sales as they are delivered to the Company under the terms of their contracts. This represents an increase of 1.0 million payable silver equivalent ounces during the three month period ended June 30, 2013, primarily related to increases at Peñasquito, Salobo and Sudbury.

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¹ Refer to discussion on non-IFRS measure (i) on page 19 of this MD&A.
² Refer to discussion on non-IFRS measure (ii) on page 20 of this MD&A.
³ Refer to discussion on non-IFRS measure (iii) on page 21 of this MD&A.

SILVER WHEATON 2013 SECOND QUARTER REPORT [1]

• On May 28, 2013, the Company entered into a $1 billion non-revolving term loan ("NRT Loan") with a 3-year term, extendable by 1 year with the unanimous consent of lenders. The $1 billion proceeds were used to repay the remaining balance of $560 million under the Company’s $1.5 bridge financing facility (the “Bridge Facility”) and $440 million outstanding under the Company’s revolving credit facility. The Bridge Facility was terminated following the repayment of the outstanding balance.

• As per Barrick Gold Corporation’s (“Barrick”) news release related to its Pascua-Lama project dated June 28, 2013, Barrick "has submitted a plan, subject to review by Chilean regulatory authorities, to construct the project's water management system in compliance with permit conditions for completion by the end of 2014, after which Barrick expects to complete remaining construction works in Chile, including pre-stripping. Under this scenario, ore from Chile is expected to be available for processing by mid-2016." As part of Silver Wheaton's original contract with Barrick, Barrick has provided Silver Wheaton with a completion guarantee, requiring Barrick to complete Pascua-Lama to at least 75% of design capacity by December 31, 2015. As a result of these recent developments, Silver Wheaton has agreed to extend the outside completion date for Pascua-Lama to December 31, 2016. Until December 31, 2015, Silver Wheaton will be entitled to silver production from three of Barrick's currently producing mines (Lagunas Norte, Pierina, and Veladero).

Overview

Silver Wheaton Corp. is a mining company which generates its revenue primarily from the sale of silver and gold. The Company is listed on the New York Stock Exchange and the Toronto Stock Exchange and trades under the symbol SLW. In addition, the Company has share purchase warrants that are listed on the Toronto Stock Exchange and trade under the symbol SLW.WT.U.

To date, the Company has entered into 20 long-term purchase agreements associated with silver and/or gold (“precious metal purchase agreements”), relating to 23 different mining assets, whereby Silver Wheaton acquires silver and gold production from the counterparties for a per ounce cash payment which is fixed by contract, generally at or below the prevailing market price. Attributable silver and gold as referred to in this MD&A and financial statements is the silver and gold production to which Silver Wheaton is entitled pursuant to the various purchase agreements. During the three months ended June 30, 2013, the per ounce price paid by the Company for silver and gold under the agreements averaged $4.14 and $391, respectively. The primary drivers of the Company’s financial results are the volume of silver and gold production at the various mines and the price of silver and gold realized by Silver Wheaton upon sale.

Outlook

Silver Wheaton is the largest precious metals streaming company in the world. Based upon its current agreements, forecast 2013 attributable production is approximately 33.5 million silver equivalent ounces, including 145,000 ounces of gold. By 2017, annual attributable production is anticipated to increase significantly to approximately 49 million silver equivalent ounces, including 180,000 ounces of gold. This growth is driven by the Company’s portfolio of low-cost and long-life assets, including the recently acquired gold streams on Vale S.A.’s (“Vale”) Salobo and Sudbury mines in addition to silver streams on Barrick’s Pascua-Lama project and Hudbay Mineral Inc.’s (“Hudbay”) Constancia project.

The $36 million of cash and cash equivalents as at June 30, 2013 combined with the liquidity provided by the available credit under the $1 billion Revolving Facility and ongoing operating cashflows positions the Company well to fund all outstanding commitments as well as providing flexibility to acquire additional accretive precious metal stream interests.

SILVER WHEATON 2013 SECOND QUARTER REPORT [2]

Silver and Gold Interests

The following table summarizes the silver and gold interests currently owned by the Company:

Silver and Gold Interests	Mine Owner	Location of Mine		Upfront Consideration 1	Attributable Production to be Purchased		Term of Agreement	Date of Contract
					Silver	Gold
San Dimas	Primero 2	Mexico	$	189,799 3	100% 2	-	Life of Mine	15-Oct-04
Yauliyacu	Glencore	Peru	$	285,000	100% 4	-	20 years	23-Mar-06
Peñasquito	Goldcorp	Mexico	$	485,000	25%	-	Life of Mine	24-Jul-07
Minto	Capstone	Canada	$	54,805 5	100%	100% 6	Life of Mine	1-Dec-08
777	Hudbay	Canada	$	455,100	100%	100%/50% 7	Life of Mine	8-Aug-12
Salobo	Vale	Brazil	$	1,330,000 8	-	25%	Life of Mine	28-Feb-13
Sudbury	Vale	Canada	$	623,572 9	-	70%	20 years	28-Feb-13
Barrick			$	625,000
Pascua-Lama	Barrick	Chile/Argentina			25%	-	Life of Mine	8-Sep-09
Lagunas Norte	Barrick	Peru			100%	-	6 years 10	8-Sep-09
Pierina	Barrick	Peru			100%	-	6 years 10	8-Sep-09
Veladero	Barrick	Argentina			100% 11	-	6 years 10	8-Sep-09
Other			$	959,028
Los Filos	Goldcorp	Mexico	$	4,463 3	100%	-	25 years	15-Oct-04
Zinkgruvan	Lundin	Sweden	$	77,866	100%	-	Life of Mine	8-Dec-04
Stratoni	Eldorado Gold 12	Greece	$	57,500	100%	-	Life of Mine	23-Apr-07
Cozamin	Capstone	Mexico	$	41,959 5	100%	-	10 years	4-Apr-07
Neves-Corvo	Lundin	Portugal	$	35,350 5	100%	-	50 years	5-Jun-07
Aljustrel	I'M SGPS	Portugal	$	2,451 5	100%	-	50 years	5-Jun-07
Mineral Park	Mercator	United States	$	42,000	100%	-	Life of Mine	17-Mar-08
Campo Morado	Nyrstar NV	Mexico	$	79,250	75%	-	Life of Mine	13-May-08
Keno Hill	Alexco	Canada	$	50,000	25%	-	Life of Mine	2-Oct-08
Rosemont	Augusta	United States	$	230,000 13	100%	100%	Life of Mine	11-Feb-10
Loma de La Plata	Pan American	Argentina	$	43,289 14	12.5%	-	Life of Mine	n/a 15
Constancia	Hudbay	Peru	$	294,900 16	100%	-	Life of Mine	8-Aug-12

1)	Expressed in United States dollars, rounded to the nearest thousand; excludes closing costs and capitalized interest, where applicable.
2)	Until August 6, 2014, Primero will deliver to Silver Wheaton a per annum amount equal to the first 3.5 million ounces of payable silver produced at San Dimas and 50% of any excess, plus Silver Wheaton will receive an additional 1.5 million ounces of silver per annum to be delivered by Goldcorp. After August 6, 2014, Primero will deliver a per annum amount to Silver Wheaton equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess.
3)	As more fully described in the San Dimas section on page 4 of this MD&A, on August 6, 2010, Goldcorp completed the sale of the San Dimas mine, which was part of the Luismin mining operations (“Luismin”), to Primero. The original cost of Luismin was allocated to San Dimas and Los Filos based on the estimated fair values of these silver interests as at August 6, 2010.
4)	To a maximum of 4.75 million ounces per annum. In the event that silver sold and delivered to Silver Wheaton in any year totals less than 4.75 million ounces, the amount sold and delivered to Silver Wheaton in subsequent years will be increased to make up for any cumulative shortfall, to the extent production permits.
5)	Comprised of the value allocated to the silver and gold interests upon the Company’s acquisition of Silverstone Resources Corp., which was closed on May 21, 2009 (the “Silverstone Acquisition”).
6)	The Company is entitled to acquire 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter.
7)	Silver Wheaton is entitled to acquire 100% of the life of mine gold production from Hudbay’s 777 mine until Hudbay’s Constancia project satisfies a completion test, or the end of 2016, whichever is later. At that point, Silver Wheaton’s share of gold production from 777 will be reduced to 50% for the life of the mine.
8)	Does not include the contingent liability related to the Salobo mine expansion (see the Other Contractual Obligations and Contingencies section of this MD&A).
9)	Comprised of a $570 million upfront cash payment plus warrants to purchase 10 million shares of Silver Wheaton common stock at a strike price of $65, with a term of 10 years.
10)	Based on Barrick’s current estimate of Pascua-Lama achieving commercial production during 2016, Barrick will deliver to Silver Wheaton silver production from the currently producing mines until December 31, 2015.
11)	Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore mined at Veladero during the period.
12)	95% owned by Eldorado Gold Corporation.
13)	Currently reflected as a contingent obligation, payable on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine.
14)	Comprised of $10.9 million allocated to the silver interest upon the Silverstone Acquisition in addition to a contingent liability of $32.4 million, payable upon the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.
15)	Definitive terms of the agreement are in the process of being finalized.
16)	Comprised of $169.9 million which has been paid to date, with a further payment of $125 million to be made once $1 billion in capital expenditures have been incurred.

SILVER WHEATON 2013 SECOND QUARTER REPORT [3]

San Dimas

On October 15, 2004, the Company entered into an agreement with Goldcorp Inc. (“Goldcorp”) to acquire an amount equal to 100% of the silver produced by Goldcorp’s Luismin mining operations in Mexico (owned at the date of the transaction) for a period of 25 years. The Luismin mining operations consisted primarily of the San Dimas and the Los Filos mines.

On August 6, 2010, Goldcorp completed the sale of the San Dimas mine to Primero Mining Corp. (“Primero”). In conjunction with the sale, Silver Wheaton amended its silver purchase agreement relating to the mine. The term of the agreement, as it relates to San Dimas, was extended to the life of mine. During the first four years following the closing of the transaction, Primero will deliver to Silver Wheaton a per annum amount equal to the first 3.5 million ounces of payable silver produced at San Dimas and 50% of any excess, plus Silver Wheaton will receive an additional 1.5 million ounces of silver per annum to be delivered by Goldcorp. Beginning in the fifth year after closing, Primero will deliver a per annum amount to Silver Wheaton equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess. Goldcorp will continue to guarantee the delivery by Primero of all silver produced and owing to the Company until 2029. Primero has provided Silver Wheaton with a right of first refusal on any metal stream or similar transaction it enters into.

During the three months ended June 30, 2013, Primero achieved the 3.5 million ounce delivery threshold. Accordingly, Silver Wheaton will receive 50% of the silver produced from San Dimas above such threshold until August 6, 2013. During the three months ended June 30, 2013, there was approximately 1.3 million ounces produced from San Dimas in excess of the above noted threshold, of which Silver Wheaton received 50%.

As per Primero’s August 8, 2013 press release, at June 30, 2013, the previously announced project to expand the mine and mill at San Dimas to 2,500 tonnes per day (“TPD”) was 60% complete, and is expected to be completed during the first quarter of 2014. Primero also stated that a decision regarding the potential further expansion to 3,000 TPD is expected in October 2013.

As of June 30, 2013, the Company has received approximately 53.8 million ounces of silver related to San Dimas under the agreement, generating cumulative operating cash flows of approximately $747 million. As at December 31, 2012, the San Dimas mine had proven and probable silver reserves of 39.4 million ounces and inferred silver resources of 64.6 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Yauliyacu

On March 23, 2006, the Company entered into an agreement with Glencore International AG (“Glencore”) to acquire an amount equal to 100% of the silver produced from Glencore’s Yauliyacu mining operations in Peru, up to a maximum of 4.75 million ounces per year, for a period of 20 years. In the event that silver sold and delivered to Silver Wheaton in any year totals less than 4.75 million ounces, the amount sold and delivered to Silver Wheaton in subsequent years will be increased to make up for any cumulative shortfall, to the extent production permits. The cumulative shortfall as at March 23, 2013, representing the seven year anniversary, was 15.2 million ounces. During the term of the agreement, Silver Wheaton has a right of first refusal on any future sales of silver streams from the Yauliyacu mine and a right of first offer on future sales of silver streams from any other mine owned by Glencore at the time of the initial transaction.

Since mid-2009, concentrate shipments from the Yauliyacu mine have been affected by the shut-down of the Doe Run Peru La Oroya smelter, historically the largest buyer of the silver bearing concentrate produced at the mine. Since that time, alternative arrangements have been made by Glencore, though sales of the bulk concentrate continue to have an inconsistent delivery schedule. As at June 30, 2013, approximately 1.1 million ounces of cumulative payable silver ounces have been produced at Yauliyacu but not yet delivered to the Company, virtually unchanged from the balance at March 31, 2013.

As of June 30, 2013, the Company has received approximately 18.7 million ounces of silver related to the Yauliyacu mine under the agreement, generating cumulative operating cash flows of approximately $282 million. As at December 31, 2012, the Yauliyacu mine had proven and probable silver reserves of 12.7 million ounces and measured and indicated silver resources of 39.7 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

SILVER WHEATON 2013 SECOND QUARTER REPORT [4]

Peñasquito

On July 24, 2007, the Company entered into an agreement with Goldcorp to acquire an amount equal to 25% of the silver produced from Goldcorp’s Peñasquito mining operations in Mexico for the life of mine.

As stated in Goldcorp’s second quarter 2013 MD&A, a new water source, the Northern Well Field, has been identified within Peñasquito's current permitted Cedros basin. The Northern Well Field is expected to provide sufficient water to continue the plant ramp up to full design plant throughput. Mill throughput has been limited by lower-than-expected water production in the current well field due to an unprecedented regional drought. Silver Wheaton’s 2013 production guidance related to Peñasquito assumes throughput of 105,000 tonnes per day and production expectations over the balance of the next five years assume throughput of 110,000 tonnes per day. Goldcorp has stated that the addition of the Northern Well Field provides the flexibility to resume ramp-up to the design throughput of 130,000 tonnes per day. Construction is expected to begin in the fourth quarter of 2013 with completion expected in the second half of 2014. Goldcorp is currently working to acquire necessary rights-of-way and is evaluating alternative routes to access the well field. Additional ongoing studies by Goldcorp will continue to assess other potential sources of water as well as ways to conserve fresh water requirements such as thickened tailings.

In the second quarter of 2013, Goldcorp continued an extensive exploration drilling program at Peñasquito focused on defining the intersection of the copper-gold skarn deposit located below and adjacent to the currently designed open pits. Current exploration activities are focused on delineating the vertical and horizontal size and extension of the skarn deposit with intersections continuing to show attractive precious metal and copper grades.

As at June 30, 2013, approximately 1.0 million ounces of cumulative payable silver ounces have been produced at Peñasquito but not yet delivered to the Company, representing an increase of 0.2 million payable silver ounces during the three month period ended June 30, 2013.

As of June 30, 2013, the Company has received approximately 16.5 million ounces of silver related to the Peñasquito mine under the agreement, generating cumulative operating cash flows of approximately $409 million. As at December 31, 2012, the Company’s 25% share of the Peñasquito proven and probable silver reserves was 227.9 million ounces, measured and indicated silver resources was 63.1 million ounces and inferred silver resources was 9.9 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Minto

On May 21, 2009, the Company completed the acquisition of Silverstone Resources Corp. (the “Silverstone Acquisition”). As part of the Silverstone Acquisition, the Company acquired a precious metals purchase agreement with Capstone Mining Corp. (“Capstone”) to acquire 100% of the silver and gold produced (subject to certain thresholds) from Capstone’s Minto mine in Canada for the life of mine. The Company is entitled to acquire 100% of all the silver produced and 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter. The silver production, sales and related costs associated with this agreement are reflected in this MD&A and financial statements as part of Other mines.

As of June 30, 2013, the Company has received approximately 0.6 million ounces of silver and 89,000 ounces of gold related to the Minto mine under the agreement, generating cumulative operating cash flows of approximately $144 million. As at December 31, 2012, Minto had proven and probable reserves of 2.2 million ounces of silver and 250,000 ounces of gold, measured and indicated resources of 4.3 million ounces of silver and 420,000 ounces of gold and inferred resources of 1.7 million ounces of silver and 180,000 ounces of gold (as described in the Attributable Reserves and Resources section of this MD&A).

Barrick

On September 8, 2009, the Company entered into an agreement with Barrick to acquire an amount equal to 25% of the life of mine silver production from its Pascua-Lama project which is located in Chile and Argentina, as well as 100% of the silver production from its Lagunas Norte mine and Pierina mine, which are both located in Peru, and its Veladero¹ mine which is located in Argentina (collectively referred to as the “Barrick mines”) until the end of 2013.

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¹ Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore mined at Veladero during the period.

SILVER WHEATON 2013 SECOND QUARTER REPORT [5]

As part of the original agreement, Barrick provided Silver Wheaton with a completion guarantee, requiring Barrick to complete Pascua-Lama to at least 75% of design capacity by December 31, 2015. As per Barrick’s news release dated August 1, 2013, in the second quarter, Barrick “received a resolution from Chile’s Superintendence of the Environment (Superintendencia del Medio Ambiente or “SMA”) that required completion of the project’s water management system in accordance with previously granted environmental permits before other construction activities in Chile could resume.” Barrick has submitted a plan, subject to review by the SMA, to construct the project's water management system in compliance with permit conditions for completion by the end of 2014, after which Barrick expects to complete remaining construction works in Chile, including pre-stripping. Under this scenario, ore from Chile is expected to be available for processing by mid-2016. Subsequent to the end of the second quarter, the Copiapo Court of Appeals in Chile issued its ruling on a constitutional rights protection action filed in September 2012 on behalf of four indigenous communities, on the basis of which a preliminary injunction suspending construction activities had been granted in April 2013. In its ruling, the Court stated that Barrick must complete construction of the water management system in compliance with applicable environmental permits to the satisfaction of the SMA before resuming construction activities in Chile. The Court’s ruling is consistent with the earlier SMA resolution, which Barrick has been implementing. On July 22, 2013, the plaintiffs appealed the Court’s decision to the Chilean Supreme Court. Barrick has stated that it intends to continue to vigorously defend this matter.

Given the recent developments, Silver Wheaton has agreed to extend the outside completion date to December 31, 2016. If the requirements of the completion guarantee have not been satisfied by the revised outside completion date, the agreement may be terminated by Silver Wheaton. In such an event, Silver Wheaton will be entitled to the return of the upfront cash consideration of $625 million less a credit for silver delivered up to December 31, 2016. As Barrick is now targeting a mid-2016 commissioning, Silver Wheaton will continue to receive silver production from three of Barrick's currently producing mines, the Lagunas Norte, Pierina, and Veladero mines, during 2014 and 2015.

Once in production, Pascua-Lama is forecast to be one of the largest and lowest cost gold mines in the world with an expected mine life in excess of 25 years. In its first full five years of operation, Silver Wheaton’s silver production attributable to Pascua-Lama is expected to average 9 million ounces annually.

As of June 30, 2013, the Company has received approximately 10.2 million ounces of silver related to the Barrick mines under the agreement, generating cumulative operating cash flows of approximately $249 million. As at December 31, 2012, the Company’s 25% share of the Pascua-Lama proven and probable silver reserves was 169.1 million ounces, measured and indicated silver resources was 46.3 million ounces and inferred silver resources was 4.0 million ounces (as described in the Attributable Reserves and Resources section of this MD&A). In addition, the Company’s estimated share of the proven and probable silver reserves contained in the Lagunas Norte, Pierina, and Veladero mines is 33.9 million ounces.

Update on Matters Relating to Project Development

i.	Pascua-Lama Challenge to SMA Regulatory Sanction
	As per Barrick’s second quarter 2013 MD&A, in June 2013, a group of local farmers and indigenous communities challenged the resolution issued by the SMA in May 2013 (the “Resolution”). The challenge, which was brought in the Environmental Court of Santiago, Chile (the “Environmental Court”), claims that the fine was inadequate and requests more severe sanctions against CMN, Barrick’s Chilean subsidiary that holds the Chilean portion of the Pascua-Lama project, including the revocation of the Pascua-Lama project’s environmental permit. The SMA presented its defense of the Resolution in July 2013. CMN will join as a party to this proceeding and will vigorously defend the Resolution.
ii.	Pascua-Lama Environmental Damage Claim
	As per Barrick’s second quarter 2013 MD&A, Barrick is aware of information indicating that, in June 2013, a group of local farmers filed an environmental damage claim against CMN in the Environmental Court, alleging that CMN has damaged glaciers located in the Pascua-Lama project area. The plaintiffs are seeking a court order requiring CMN to remedy the alleged damage and implement measures to prevent such environmental impact from continuing, including by halting construction of the Pascua-Lama project in Chile. CMN has not yet been formally notified of the action. Barrick states that they intend to vigorously defend any such action.
iii.	Pascua-Lama SMA Regulatory Sanction
	As per Barrick’s second quarter 2013 MD&A, in May 2013, CMN received a Resolution from the SMA that requires Barrick to complete the water management system for the Pascua-Lama project in accordance with the Pascua-Lama project’s environmental permit before resuming construction activities in Chile. The Resolution also required CMN to pay an administrative fine of approximately $16 million for deviations from certain requirements of the Pascua-Lama project’s Chilean environmental approval, including a series of reporting requirements and instances of non-compliance related to the Pascua-Lama project’s water management system.

SILVER WHEATON 2013 SECOND QUARTER REPORT [6]

Barrick has stated that CMN paid the administrative fine in May 2013 and that in June 2013, CMN submitted a compliance plan to the Chilean regulatory authorities that contemplates completion of the Pascua-Lama project’s water management system by the end of 2014, subject to regulatory approval of specific permit applications. Following completion of the water management system to the satisfaction of regulatory authorities, CMN expects to be in a position to resume remaining construction in Chile, including pre-stripping.

777

On August 8, 2012, the Company entered into an agreement with Hudbay Minerals Inc. ("Hudbay") to acquire an amount equal to 100% of the life of mine silver and gold production from its currently producing 777 mine, located in Canada. Silver Wheaton’s share of gold production at 777 will remain at 100% until the later of the end of 2016 or the satisfaction of a completion test relating to Hudbay’s Constancia project, after which it will be reduced to 50% for the remainder of the mine life. Hudbay has granted Silver Wheaton a right of first refusal on any future streaming agreement, royalty agreement, or similar transaction related to the production of silver or gold from 777. The silver production, sales and related costs associated with this agreement are reflected in this MD&A and financial statements as part of Other mines.

As of June 30, 2013, the Company has received approximately 0.6 million ounces of silver and 61,000 ounces of gold related to the 777 mine under the agreement, generating cumulative operating cash flows of approximately $53 million. As at December 31, 2012, the Company's share of 777's proven and probable reserves was 10.3 million ounces of silver and 520,000 ounces of gold and inferred resources was 0.8 million ounces of silver and 20,000 ounces of gold (as described in the Attributable Reserves and Resources section of this MD&A).

Salobo

On February 28, 2013, the Company entered into an agreement to acquire from Vale an amount of gold equal to 25% of the life of mine gold production from its currently producing Salobo mine, located in Brazil. Silver Wheaton made a total upfront cash payment of $1.33 billion on March 12, 2013 and, in addition, will make ongoing payments of the lesser of $400 per ounce of gold (subject to an inflationary adjustment of 1% beginning in the fourth year) or the prevailing market price per ounce of gold delivered.

Vale is in the process of expanding the mill throughput capacity at the Salobo mine to 24 million tonnes per annum (“Mtpa”) from its current 12 Mtpa. If the expansion to 24 Mtpa is not completed by December 31, 2016, Silver Wheaton would be entitled to a gross up (a temporary increased percentage of gold production) based on the pro-rata achievement of the target production. If throughput capacity is expanded above 28 Mtpa within a predetermined period, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $67 million if throughput capacity is expanded to 28 Mtpa by January 1, 2031 up to $400 million if throughput capacity is expanded to 40 Mtpa prior to January 1, 2021.

As of June 30, 2013, the Company has received approximately 3,500 ounces of gold related to the Salobo mine under the agreement, generating cumulative operating cash flows of approximately $4 million. As at December 31, 2012, the Company's 25% share of the Salobo proven and probable gold reserves was 3.4 million ounces, measured and indicated gold resources was 770,000 ounces and inferred gold resources was 370,000 ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Sudbury

On February 28, 2013, the Company entered into an agreement to acquire from Vale an amount of gold equal to 70% of the gold production from certain of its currently producing Sudbury mines located in Canada, including the Coleman mine, Copper Cliff mine, Garson mine, Stobie mine, Creighton mine, Totten mine and the Victor project (the “Sudbury mines”) for a period of 20 years. Silver Wheaton made a total upfront cash payment on March 12, 2013 of $570 million plus warrants to purchase 10 million shares of Silver Wheaton common stock at a strike price of $65 per warrant, with a term of 10 years. In addition, Silver Wheaton will make ongoing payments of the lesser of $400 per ounce of gold or the prevailing market price per ounce of gold delivered.

As at June 30, 2013, approximately 0.8 million cumulative payable silver equivalent ounces (approximately 11,900 cumulative payable ounces of gold) have been produced at Sudbury but not yet delivered to the Company.

As of June 30, 2013, the Company has received approximately 4,300 ounces of gold related to the Sudbury mines under the agreement, generating cumulative operating cash flows of approximately $4 million. As at December 31, 2012, the Company's 70% share of the Sudbury mines proven and probable gold reserves was 720,000 ounces, measured and indicated gold resources was 400,000 ounces and inferred gold resources was 190,000 ounces (as described in the Attributable Reserves and Resources section of this MD&A).

SILVER WHEATON 2013 SECOND QUARTER REPORT [7]

Other

Other silver and gold interests consist of the following:

i.	As part of the agreement with Goldcorp to acquire silver from the Luismin mining operations, on October 15, 2004, the Company entered into an agreement with Goldcorp to acquire 100% of the silver production from its Los Filos mine in Mexico for a period of 25 years, commencing October 15, 2004. In addition, pursuant to Goldcorp’s sale of the San Dimas mine, Goldcorp is obligated to deliver to Silver Wheaton 1.5 million ounces of silver per year until August 6, 2014, which is reflected in this MD&A and financial statements as part of the silver production and sales relating to San Dimas;
ii.	On December 8, 2004, the Company entered into an agreement with Lundin Mining Corporation (“Lundin”) to acquire 100% of the silver produced by Lundin’s Zinkgruvan mining operations in Sweden for the life of mine;
iii.	On April 23, 2007, the Company entered into an agreement with European Goldfields Limited, which was acquired by Eldorado Gold Corporation (“Eldorado Gold”) on February 24, 2012, to acquire 100% of the life of mine silver production from its 95% owned Stratoni mine in Greece;
iv.	As part of the Silverstone Acquisition, the Company acquired a silver purchase agreement with Capstone to acquire 100% of the silver produced from Capstone’s Cozamin mine in Mexico for a period of 10 years, commencing on April 4, 2007;
v.	As part of the Silverstone Acquisition, the Company acquired an agreement with Lundin to acquire 100% of the silver production from its Neves-Corvo mine in Portugal for a period of 50 years, commencing June 5, 2007;
vi.	As part of the Silverstone Acquisition, the Company acquired an agreement with I’M SGPS to acquire 100% of the silver production from its Aljustrel mine in Portugal for a period of 50 years, commencing June 5, 2007;

vii.	On March 17, 2008, the Company entered into an agreement with Mercator Minerals Ltd.1 (“Mercator”) to acquire an amount equal to 100% of the life of mine silver production from its Mineral Park mine in the United States;
viii.	On May 13, 2008, the Company entered into an agreement with Farallon Mining Ltd., which was acquired by Nyrstar NV (“Nyrstar”) on January 5, 2011, to acquire an amount equal to 75% of the life of mine silver production from its Campo Morado mine in Mexico;
ix.	On October 2, 2008, the Company entered into an agreement with Alexco Resource Corp. (“Alexco”) to acquire an amount equal to 25% of the life of mine silver production from its Keno Hill silver district in Canada, including the currently producing Bellekeno mine;
x.	On February 11, 2010, the Company entered into an agreement with Augusta Resource Corporation (“Augusta”) to acquire an amount equal to 100% of the life of mine silver and gold production from the Rosemont Copper project (“Rosemont”) in the United States. The Company is committed to pay Augusta total upfront cash payments of $230 million, payable on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine;
xi.	As part of the Silverstone Acquisition, the Company acquired an agreement with Aquiline Resources Inc., which was acquired by Pan American Silver Corp. (“Pan American”) on December 22, 2009, to acquire an amount equal to 12.5% of the life of mine silver production from the Loma de La Plata zone of the Navidad project in Argentina, the definitive terms of which are in the process of being finalized. The Company is committed to pay Pan American total upfront cash payments of $32.4 million following the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction; and

___________________________________________

¹ The Company has entered into a non-binding letter of intent with Mercator to amend the Mineral Park silver purchase agreement. Once signed, Mercator will have the right to exercise an option at any time until August 31, 2014 to defer delivery of up to 50% of the required silver deliveries for one year. All deferred silver will be delivered in equal installments over 18 months after the one year deferral period. Mercator will compensate Silver Wheaton for any shortfall arising from a decrease in the silver spot price at the time of the original delivery date until the date of actual delivery, including a 12% annualized interest rate. The amendment will also grant Silver Wheaton a right of first refusal on any future precious metals streams relating to the El Creston project.

SILVER WHEATON 2013 SECOND QUARTER REPORT [8]

xii. On August 8, 2012, the Company entered into an agreement with Hudbay to acquire an amount equal to 100% of the life of mine silver production from the Constancia project in Peru. Silver Wheaton will pay Hudbay total cash consideration of $294.9 million, of which $169.9 million has been paid as at June 30, 2013, with one additional payment of $125 million to be made once capital expenditures of $1 billion have been incurred at Constancia. If the Constancia processing plant fails to achieve at least 90% of expected throughput and recovery by December 31, 2020, Silver Wheaton would be entitled to a proportionate return of the $250 million upfront cash consideration relating to Constancia. Hudbay has granted Silver Wheaton a right of first refusal on any future streaming agreement, royalty agreement, or similar transaction related to the production of silver from Constancia.

As per Alexco’s July 17, 2013 press release, as a result of a decline in silver prices, Alexco has developed a contingency plan to operate through the summer while beginning preparations to undergo a temporary and orderly suspension of operations at the Bellekeno mine and mill prior to the onset of winter. Alexco has also stated that they plan to use the winter period to significantly restructure the underlying fixed costs at Keno Hill and plan to re-open the mine and mill after the winter, providing that the silver market has improved from current levels and that the underlying fixed costs related to Keno Hill have been reduced.

According to Hudbay’s July 31, 2013 disclosure, construction at the Constancia project in Peru continued to progress in the second quarter and initial production remains on track for late 2014 with full production still on schedule for the second quarter of 2015. Development of the project is over 40% complete with civil earthworks for the process plant essentially complete, principal foundations for the ball and SAG mills complete, road work necessary for transportation of large components complete, and the acquisition of the mine fleet secured. Hudbay had incurred $658 million in costs as of June 30, 2013.

On July 1, 2013, Augusta announced that the Preliminary Administrative (“PA”) Final Environmental Impact Statement (“FEIS”) for Rosemont has been delivered by the U.S. Forest Service (“USFS”) to the Federal, State and Local cooperating agencies for their final comments. The cooperating agencies have been given 30 days to provide their final comments, following which the FEIS will be finalized and issued. The USFS is also completing the Record of Decision (“ROD”) with the objective of issuing the ROD concurrently with the publication of the FEIS.

As of June 30, 2013, the Company has received approximately 37.5 million ounces of silver under these agreements, generating cumulative operating cash flows of approximately $698 million.

As at December 31, 2012¹, unless otherwise noted, these silver and gold interests had proven and probable silver reserves of 352.2 million ounces, measured and indicated silver resources of 376.2 million ounces and inferred silver resources of 209.5 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

________________________________

¹ Mineral reserves and mineral resources are reported as of December 31, 2012, other than as disclosed in footnote 6 to the Attributable Reserves and Resources tables on page 32 of this MD&A.

SILVER WHEATON 2013 SECOND QUARTER REPORT [9]

Long-Term Investments

The Company will, from time to time, invest in securities of publicly listed mining companies for strategic purposes. The Company held the following investments as at June 30, 2013:

		June 30		December 31
(in thousands)		2013		2012
Common shares held	$	48,309	$	118,683
Warrants held		-		2,694
	$	48,309	$	121,377

Common Shares Held

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2013		Jun 30, 2013			Jun 30, 2013			Dec 31, 2012
				Fair Value Adjustment Losses
(in thousands)		Fair Value		Included in OCI						Fair Value
Bear Creek	$	21,451	$	(14,988	)	$	(22,679	)	$	44,130
Revett		3,520		(8,243	)		(11,304	)		14,824
Sabina		10,908		(10,865	)		(20,256	)		31,164
Other		12,430		(10,894	)		(16,135	)		28,565
	$	48,309	$	(44,990	)	$	(70,374	)	$	118,683

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2012		Jun 30, 2012			Jun 30, 2012
				Fair Value Adjustment
(in thousands)		Fair Value		Losses Included in OCI
Bear Creek	$	37,095	$	(10,301	)	$	(9,076	)
Revett		17,325		(4,595	)		(7,246	)
Sabina		22,846		(9,826	)		(21,331	)
Other		27,445		(9,677	)		(7,453	)
	$	104,711	$	(34,399	)	$	(45,106	)

SILVER WHEATON 2013 SECOND QUARTER REPORT [10]

Warrants Held

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2013		Jun 30, 2013			Jun 30, 2013			Dec 31, 2012
				Fair Value Adjustment Losses
(in thousands)		Fair Value		Included in Net Earnings						Fair Value
Warrants held	$	-	$	(1,364	)	$	(2,694	)	$	2,694

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2012		Jun 30, 2012			Jun 30, 2012
				Fair Value Adjustment Gains
				(Losses) Included
(in thousands)		Fair Value		in Net Earnings
Warrants held	$	2,596	$	(277	)	$	398

The Company’s long-term investments in common shares (“LTI’s”) are held for long-term strategic purposes and not for trading purposes. As such, the Company has elected to reflect any fair value adjustments as a component of other comprehensive income (“OCI”).

While long-term investments in warrants are also held for long-term strategic purposes, they meet the definition of a derivative and therefore are classified as financial assets with fair value adjustments being recorded as a component of net earnings under the classification Other Expense (Income). Warrants that do not have a quoted market price have been valued using a Black-Scholes option pricing model.

By holding these long-term investments, the Company is inherently exposed to various risk factors including currency risk, market price risk and liquidity risk.

During the three months ended June 30, 2013, the value of the Company’s LTI’s decreased by $45.0 million (six months - $70.4 million). As a result of this decrease, the deferred tax liability attributable to the LTI’s was reduced and during the three months ended June 30, 2013, the Company recorded a deferred income tax recovery in OCI of $0.5 million (six months - $1.8 million). The reduction in the deferred tax liability attributable to the LTI’s resulted in the reversal of previously recognized deferred income tax assets which increased the deferred income tax expense reflected in net earnings.

SILVER WHEATON 2013 SECOND QUARTER REPORT [11]

Summary of Ounces Produced and Sold

	2013		2012					2011
(in thousands)	Q2	Q1	Q4	Q3		Q2	Q1	Q4	Q3
Silver ounces produced ¹
San Dimas ²	1,160	1,743	1,694	1,288		1,231	1,692	1,578	1,251
Yauliyacu	668	624	616	640		606	550	583	608
Peñasquito	1,440	1,093	1,445	1,940		1,822	1,365	1,633	1,162
Barrick ³	556	741	769	617		455	630	728	800
Other 4	2,570	2,038	2,345	2,251		2,378	2,335	2,212	2,046
	6,394	6,239	6,869	6,736		6,492	6,572	6,734	5,867
Silver equivalent ounces of gold produced 5
Minto	260	369	373	269		218	172	202	257
777	1,045	919	1,059	612	6	-	-	-	-
Sudbury	514	539	-	-		-	-	-	-
Salobo	402	262	-	-		-	-	-	-
Silver equivalent ounces produced 5	8,615	8,328	8,301	7,617		6,710	6,744	6,936	6,124
Silver ounces sold
San Dimas ²	1,194	1,850	1,629	1,178		1,295	1,701	1,488	1,232
Yauliyacu	559	149	1,097	184		1,155	497	655	11
Peñasquito	1,058	1,459	1,642	1,304		1,845	1,189	851	1,382
Barrick ³	560	753	826	528		470	656	755	747
Other 4	1,771	1,741	2,153	1,592		2,024	1,885	2,029	1,424
	5,142	5,952	7,347	4,786		6,789	5,928	5,778	4,796
Silver equivalent ounces of gold sold 5
Minto	210	414	268	357		139	198	196	316
777	1,444	511	1,516	-		-	-	-	-
Sudbury	266	6	-	-		-	-	-	-
Salobo	177	40	-	-		-	-	-	-
Silver equivalent ounces sold 5	7,239	6,923	9,131	5,143		6,928	6,126	5,974	5,112
Gold / silver ratio 5	61.9	57.3	54.1	51.7		58.7	51.2	51.9	50.4
Cumulative payable silver equivalent ounces produced  but not yet delivered 7	5,022	4,051	3,824	5,195		3,212	4,166	4,127	3,805

1)	Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received. The Company has been informed by Glencore that reported production related to the Yauliyacu mine may have been overstated by a total of approximately 200,000 ounces for all or some portion of the period between April 1, 2011 and June 30, 2012. The required adjustments to production, if any, related to the Yauliyacu mine for these periods will be made once management completes a review of the timing and amount of any production variance.
2)	The ounces produced and sold include ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
3)	Comprised of the Lagunas Norte, Pierina and Veladero silver interests.
4)	Comprised of the Los Filos, Zinkgruvan, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Keno Hill, Minto, 777, Aljustrel and Campo Morado silver interests.
5)	Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.
6)	Represents production for the period August 8, 2012 to September 30, 2012.
7)	Based on management estimates.

SILVER WHEATON 2013 SECOND QUARTER REPORT [12]

Quarterly Financial Review

		2013					2012									2011
		Q2		Q1			Q4		Q3		Q2		Q1			Q4		Q3
Total silver ounces sold (000's)		5,142		5,952			7,347		4,786		6,789		5,928			5,778		4,796
Average realized silver price¹	$	23.12	$	29.89		$	31.47	$	31.16	$	29.12	$	32.58		$	32.09	$	36.44
Silver sales (000's)	$	118,885	$	177,898		$	231,226	$	149,086	$	197,694	$	193,162		$	185,401	$	174,733
Total gold ounces sold		33,869		16,943			32,960		6,905		2,369		3,860			3,777		6,280
Average realized gold price¹	$	1,417	$	1,645		$	1,699	$	1,765	$	1,568	$	1,678		$	1,712	$	1,666
Gold sales (000's)	$	48,005	$	27,863		$	56,015	$	12,187	$	3,714	$	6,476		$	6,466	$	10,462
Total silver equivalent ounces sold (000's) 2		7,239		6,923			9,131		5,143		6,928		6,126			5,974		5,112
Average realized silver equivalent price 1, 2	$	23.05	$	29.72		$	31.46	$	31.36	$	29.07	$	32.59		$	32.12	$	36.23
Total sales (000's)	$	166,890	$	205,761		$	287,241	$	161,273	$	201,408	$	199,638		$	191,867	$	185,195
Average cash cost, silver 1, 3	$	4.14	$	4.08		$	4.12	$	4.04	$	4.04	$	4.02		$	4.01	$	3.99
Average cash cost, gold 1, 3	$	391	$	362		$	386	$	303	$	303	$	303		$	301	$	300
Average cash cost, silver equivalent 1, 2, 3	$	4.77	$	4.39		$	4.70	$	4.16	$	4.06	$	4.08		$	4.06	$	4.12
Net earnings (000's)	$	71,117	$	133,421		$	177,744	$	119,697	$	141,414	$	147,181		$	144,747	$	135,040
Earnings per share
Basic	$	0.20	$	0.38		$	0.50	$	0.34	$	0.40	$	0.42		$	0.41	$	0.38
Diluted	$	0.20	$	0.37		$	0.50	$	0.34	$	0.40	$	0.41		$	0.41	$	0.38
Cash flow from operations (000's)	$	125,258	$	165,612		$	254,026	$	128,651	$	172,916	$	163,811		$	163,714	$	167,236
Cash flow from operations per share 4
Basic	$	0.35	$	0.47		$	0.72	$	0.36	$	0.49	$	0.46		$	0.46	$	0.47
Diluted	$	0.35	$	0.46		$	0.71	$	0.36	$	0.49	$	0.46		$	0.46	$	0.47
Dividends
Dividends declared (000's)	$	42,573	$	49,646	5	$	24,806	$	35,388	$	31,829	$	31,829	6	$	31,814	$	10,603
Dividends declared per share	$	0.12	$	0.14		$	0.07	$	0.10	$	0.09	$	0.09		$	0.09	$	0.03
Total assets (000's)	$	4,396,012	$	4,400,253		$	3,189,337	$	3,046,564	$	3,056,825	$	3,005,839		$	2,872,335	$	2,760,675
Total liabilities (000's)	$	1,178,859	$	1,174,470		$	82,263	$	71,076	$	212,147	$	242,873		$	218,118	$	229,676
Total shareholders' equity (000's)	$	3,217,153	$	3,225,783		$	3,107,074	$	2,975,488	$	2,844,678	$	2,762,966		$	2,654,217	$	2,530,999

1)	Expressed as United States dollars per ounce.
2)	Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.
3)	Refer to discussion on non-IFRS measure (ii) on page 20 of this MD&A.
4)	Refer to discussion on non-IFRS measure (i) on page 19 of this MD&A.
5)	On March 21, 2013, the Company declared dividends of $0.14 per common share for total dividends of $49.6 million, which was paid on April 12, 2013.
6)	On March 22, 2012, the Company declared dividends of $0.09 per common share for total dividends of $31.8 million, which was paid on April 17, 2012.

Changes in sales, net earnings and cash flow from operations from quarter to quarter are affected primarily by fluctuations in production at the mines, the timing of shipments, changes in the price of silver or gold, the commencement of operations of mines under construction, as well as acquisitions of precious metal purchase agreements and any related capital raising activities.

SILVER WHEATON 2013 SECOND QUARTER REPORT [13]

Results of Operations and Operational Review

The Company currently has ten business segments: the silver produced by the San Dimas, Yauliyacu, Peñasquito, Barrick and Other mines, the gold produced by the Minto, 777, Sudbury and Salobo mines and corporate operations.

												Three Months Ended June 30, 2013
						Average		Average
						Realized		Cash		Average
						Price		Cost		Depletion					Cash Flow
	Ounces	Ounces				($'s Per		($'s Per		($'s Per		Net			From
	Produced²	Sold		Sales		Ounce)		Ounce)3		Ounce)		Earnings			Operations			Total Assets
Silver
San Dimas 4	1,160	1,194	$	27,319	$	22.88	$	4.14	$	0.82	$	21,407		$	22,381		$	160,454
Yauliyacu	668	559		13,353		23.89		4.12		5.75		7,837			11,049			211,225
Peñasquito	1,440	1,058		24,690		23.34		4.02		2.66		17,629			20,438			480,588
Barrick 5	556	560		14,331		25.59		3.90		3.31		10,293			12,573			599,031
Other 6	2,570	1,771		39,192		22.13		4.29		4.82		23,066			34,369			564,642
	6,394	5,142	$	118,885	$	23.12	$	4.14	$	3.38	$	80,232		$	100,810		$	2,015,940
Gold
Minto	4,226	3,409	$	4,465	$	1,310	$	307	$	115	$	3,026		$	3,743		$	29,050
777	16,986	23,483		33,872		1,442		400		802		5,655			24,479			306,367
Sudbury	8,084	4,184		5,824		1,392		400		829		681			4,150			1,328,717
Salobo	6,342	2,793		3,844		1,377		400		462		1,437			2,727			620,306
	35,638	33,869	$	48,005	$	1,417	$	391	$	708	$	10,799		$	35,099		$	2,284,440
Silver equivalent 7	8,615	7,239	$	166,890	$	23.05	$	4.77	$	5.71	$	91,031		$	135,909		$	4,300,380
Corporate
General and administrative											$	(8,876	)
Other												(11,038	)
Total corporate											$	(19,914	)	$	(10,651	)	$	95,632
	8,615	7,239	$	166,890	$	23.05	$	4.77	$	5.71	$	71,117		$	125,258		$	4,396,012

1)	All figures in thousands except gold ounces produced and sold and per ounce amounts.
2)	Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3)	Refer to discussion on non-IFRS measure (ii) on page 20 of this MD&A.
4)	Results for San Dimas include 375,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
5)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
6)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, 777 and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata and Constancia silver interests.
7)	Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.

SILVER WHEATON 2013 SECOND QUARTER REPORT [14]

												Three Months Ended June 30, 2012
						Average		Average
						Realized		Cash		Average
						Price		Cost		Depletion					Cash Flow
	Ounces	Ounces				($'s Per		($'s Per		($'s Per		Net			From
	Produced²	Sold		Sales		Ounce)		Ounce)3		Ounce)		Earnings			Operations			Total Assets
Silver
San Dimas 4	1,231	1,295	$	36,695	$	28.34	$	4.09	$	0.79	$	30,367		$	31,394		$	165,161
Yauliyacu	606	1,155		34,468		29.84		4.08		5.02		23,959			32,202			221,723
Peñasquito	1,822	1,845		53,197		28.83		3.99		2.96		40,373			45,835			495,993
Barrick 5	455	470		14,183		30.18		3.90		4.34		10,310			13,571			601,035
Other 6	2,378	2,024		59,151		29.22		4.05		3.39		44,099			52,113			321,437
	6,492	6,789	$	197,694	$	29.12	$	4.04	$	3.12	$	149,108		$	175,115		$	1,805,349
Gold
Minto	3,710	2,369		3,714		1,568		303		171		2,593			2,928			32,596
Silver equivalent 7	6,710	6,928	$	201,408	$	29.07	$	4.06	$	3.12	$	151,701		$	178,043		$	1,837,945
Corporate
General and administrative											$	(7,354	)
Other												(2,933	)
Total corporate											$	(10,287	)	$	(5,127	)	$	1,218,880
	6,710	6,928	$	201,408	$	29.07	$	4.06	$	3.12	$	141,414		$	172,916		$	3,056,825

1)	All figures in thousands except gold ounces produced and sold and per ounce amounts.
2)	Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3)	Refer to discussion on non-IFRS measure (ii) on page 20 of this MD&A.
4)	Results for San Dimas include 375,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
5)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
6)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata silver interest.
7)	Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.

For the three months ended June 30, 2013, attributable silver equivalent production was 8.6 million ounces (6.4 million ounces of silver and 35,600 ounces of gold), compared with 6.7 million ounces (6.5 million ounces of silver and 3,700 ounces of gold) for the comparable period in 2012, with the 1.9 million ounce increase being primarily attributable to the following factors:

• 2.0 million silver equivalent ounces of gold production from the recently acquired 777, Sudbury and Salobo mines; partially offset by

• 382,000 ounce (21%) decrease related to the Peñasquito mine, due primarily to lower grades.

For the three months ended June 30, 2013, net earnings and cash flow from operations were $71.1 million and $125.3 million, respectively, compared with $141.4 million and $172.9 million for the comparable period in 2012, with the $70.3 million decrease in net earnings being primarily attributable to the following factors:

• $8.1 million decrease due to a 4% decrease in payable silver ounces produced during the three months ended June 30, 2013, primarily attributable to a $7.5 million decrease related to a 21% decrease in payable silver production at Peñasquito; and

• $8.8 million increase related to payable gold production, primarily related to the 777, Sudbury and Salobo mines; and

SILVER WHEATON 2013 SECOND QUARTER REPORT [15]

• $30.9 million decrease as a result of the timing of shipments of stockpiled concentrate and doré, primarily attributable to the following factors:

i.	$13.6 million decrease relating to the Yauliyacu mine which sold a significant amount of concentrate produced in prior quarters during the three months ended June 30, 2012;
ii.	$9.7 million decrease relating to the Peñasquito mine having stockpiled concentrate produced during the three months ended June 30, 2013 compared with selling stockpiled concentrate in the comparable period of the previous year; and
iii.	$6.8 million decrease relating to Other mines, relating primarily to concentrate build up at the Keno Hill, Cozamin and Zinkgruvan mines during the three months ended June 30, 2013;

• $30.5 million decrease due to a reduction in the operating margin per ounce due primarily to a lower price realized per silver ounce sold; and

• $9.6 million decrease as a result of an increase in corporate costs, as explained in the Corporate Costs section of this MD&A ($5.5 million decrease from a cash flow perspective).

												Six Months Ended June 30, 2013
						Average		Average
						Realized		Cash		Average
						Price		Cost		Depletion					Cash Flow
	Ounces	Ounces				($'s Per		($'s Per		($'s Per		Net			From
	Produced²	Sold		Sales		Ounce)		Ounce)3		Ounce)		Earnings			Operations			Total Assets
Silver
San Dimas 4	2,903	3,044	$	81,222	$	26.68	$	4.13	$	0.82	$	66,161		$	68,643		$	160,454
Yauliyacu	1,292	708		18,113		25.58		4.11		5.75		11,131			15,201			211,225
Peñasquito	2,533	2,517		68,264		27.12		4.02		2.66		51,463			58,147			480,588
Barrick 5	1,297	1,313		37,955		28.91		3.90		2.87		29,069			37,165			599,031
Other 6	4,608	3,512		91,229		25.98		4.22		4.45		60,804			80,058			564,642
	12,633	11,094	$	296,783	$	26.75	$	4.11	$	2.94	$	218,628		$	259,214		$	2,015,940
Gold
Minto	10,193	10,107	$	15,624	$	1,546	$	305	$	152	$	11,005		$	12,477		$	29,050
777	33,937	32,897		49,244		1,497		400		802		9,715			32,113			306,367
Sudbury	17,825	4,294		6,002		1,398		400		829		724			4,284			1,328,717
Salobo	11,019	3,513		4,998		1,423		400		462		1,969			3,593			620,306
	72,974	50,812	$	75,868	$	1,493	$	381	$	651	$	23,413		$	52,467		$	2,284,440
Silver equivalent 7	16,943	14,162	$	372,651	$	26.31	$	4.58	$	4.64	$	242,041		$	311,681		$	4,300,380
Corporate
General and administrative											$	(18,768	)
Other												(18,735	)
Total corporate											$	(37,503	)	$	(20,811	)	$	95,632
	16,943	14,162	$	372,651	$	26.31	$	4.58	$	4.64	$	204,538		$	290,870		$	4,396,012

1)	All figures in thousands except gold ounces produced and sold and per ounce amounts.
2)	Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3)	Refer to discussion on non-IFRS measure (ii) on page 20 of this MD&A.
4)	Results for San Dimas include 750,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
5)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
6)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, 777 and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata and Constancia silver interests.
7)	Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.

SILVER WHEATON 2013 SECOND QUARTER REPORT [16]

												Six Months Ended June 30, 2012
						Average		Average
						Realized		Cash		Average
						Price		Cost		Depletion					Cash Flow
	Ounces	Ounces				($'s Per		($'s Per		($'s Per		Net			From
	Produced²	Sold		Sales		Ounce)		Ounce)3		Ounce)		Earnings			Operations			Total Assets
Silver
San Dimas 4	2,923	2,996	$	92,261	$	30.79	$	4.09	$	0.79	$	77,634		$	79,999		$	165,161
Yauliyacu	1,156	1,652		50,054		30.30		4.06		5.02		35,055			45,790			221,723
Peñasquito	3,187	3,034		91,957		30.31		3.99		2.96		70,873			79,853			495,993
Barrick 5	1,085	1,126		35,686		31.70		3.90		4.34		26,410			32,517			601,035
Other 6	4,713	3,909		120,898		30.92		4.04		3.38		91,902			102,800			321,437
	13,064	12,717	$	390,856	$	30.73	$	4.03	$	2.97	$	301,874		$	340,959		$	1,805,349
Gold
Minto	7,058	6,229		10,190		1,636		303		171		7,240			8,077			32,596
Silver equivalent 7	13,454	13,054	$	401,046	$	30.72	$	4.07	$	2.97	$	309,114		$	349,036		$	1,837,945
Corporate
General and administrative											$	(14,918	)
Other												(5,601	)
Total corporate											$	(20,519	)	$	(12,309	)	$	1,218,880
	13,454	13,054	$	401,046	$	30.72	$	4.07	$	2.97	$	288,595		$	336,727		$	3,056,825

1)	All figures in thousands except gold ounces produced and sold and per ounce amounts.
2)	Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3)	Refer to discussion on non-IFRS measure (ii) on page 20 of this MD&A.
4)	Results for San Dimas include 750,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
5)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
6)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata silver interest.
7)	Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.

For the six months ended June 30, 2013, attributable silver equivalent production was 16.9 million ounces (12.6 million ounces of silver and 73,000 ounces of gold), compared with 13.5 million ounces (13.1 million ounces of silver and 7,100 ounces of gold) for the comparable period in 2012, with the 3.5 million ounce increase being primarily attributable to the following factors:

• 3.7 million silver equivalent ounces of gold production from the recently acquired 777, Sudbury and Salobo mines; partially offset by

• 653,000 ounce (20%) decrease related to the Peñasquito mine, due primarily to lower grades.

For the six months ended June 30, 2013, net earnings and cash flow from operations were $204.5 million and $290.9 million, respectively, compared with $288.6 million and $336.7 million for the comparable period in 2012, with the $84.1 million decrease in net earnings being primarily attributable to the following factors:

• $19.7 million decrease due to a 5% decrease in payable silver ounces produced during the six months ended June 30, 2013, primarily attributable to:

i.	$14.0 million decrease related to a 21% decrease in payable silver production at Peñasquito; and
ii.	$12.8 million decrease related to an 8% decrease in payable silver production at the Other mines, primarily related to the Zinkgruvan and Campo Morado mines; partially offset by
iii.	$5.0 million increase related to the Barrick mines, primarily related to Veladero; and

• $21.9 million increase related to payable gold production, primarily related to the 777, Sudbury and Salobo mines; and

SILVER WHEATON 2013 SECOND QUARTER REPORT [17]

• $26.0 million decrease as a result of the timing of shipments of stockpiled concentrate and doré, primarily attributable to a $22.7 million decrease relating to the Yauliyacu mine having stockpiled concentrate produced during the six months ended June 30, 2013 compared with selling stockpiled concentrate in the comparable period of the previous year; and

• $43.2 million decrease due to a reduction in the operating margin per ounce due primarily to a lower price realized per silver ounce sold; and

• $17.0 million decrease as a result of an increase in corporate costs, as explained in the Corporate Costs section of this MD&A ($8.5 million decrease from a cash flow perspective).

Corporate Costs

		Three Months Ended					Six Months Ended
		June 30					June 30
(in thousands)		2013			2012		2013			2012
General and administrative	$	8,876		$	7,354	$	18,768		$	14,918
Foreign exchange (gain) loss		(75	)		39		(185	)		9
Interest expense		2,525			-		3,205			-
Other expense (income)		6,926			144		9,771			(506	)
Income tax expense		1,662			2,750		5,944			6,098
Total corporate costs	$	19,914		$	10,287	$	37,503		$	20,519

General and Administrative

		Three Months Ended					Six Months Ended
		June 30					June 30
(in thousands)		2013			2012		2013		2012
Salaries and benefits
Salaries and benefits, excluding PSUs	$	2,993		$	2,019	$	5,896	$	4,231
PSUs		(95	)		205		119		382
Total salaries and benefits	$	2,898		$	2,224	$	6,015	$	4,613
Depreciation		55			60		105		120
Charitable donations		472			313		1,561		1,178
Professional fees		926			1,087		3,020		1,805
Other		2,150			2,001		4,222		3,874
Cash settled general and administrative	$	6,501		$	5,685	$	14,923	$	11,590
Equity settled stock based compensation (a non-cash expense)		2,375			1,669		3,845		3,328
Total general and administrative	$	8,876		$	7,354	$	18,768	$	14,918

For the three and six months ended June 30, 2013, general and administrative expense increased by $1.5 and $3.9 million, respectively, relative to the comparable periods in the previous year. This increase was primarily due to increased salaries and benefits (including stock based compensation) with the number of employees increasing from 23 as at June 30, 2012 to 28 as at June 30, 2013.

SILVER WHEATON 2013 SECOND QUARTER REPORT [18]

Other Expense (Income)

		Three Months Ended						Six Months Ended
		June 30						June 30
(in thousands)		2013			2012			2013			2012
Dividend income	$	(56	)	$	(17	)	$	(113	)	$	(34	)
Interest income		(7	)		(364	)		(181	)		(640	)
Stand-by fees		1,108			212			2,804			469
Loss (gain) on long-term investments - share purchase warrants held		1,364			277			2,694			(398	)
Credit facility origination fees re Bridge Facility		4,490			-			4,490			-
Other		27			36			77			97
Total other expense (income)	$	6,926		$	144		$	9,771		$	(506	)

During the three months ended June 30, 2013, other expense was $6.9 million (six months - $9.8 million) as compared to $0.1 million (six months – other income of $0.5 million) during the comparable period of the previous year. This change was primarily the result of:

• a $1.4 million unrealized loss (six months - $2.7 million unrealized loss) related to the fair value adjustment in warrants held during the current period as compared to a $0.3 million unrealized loss (six months - $0.4 million unrealized gain) during the comparable period of the previous year; and

• a $4.5 million credit facility origination fee related to the Company’s Bridge Facility. As further explained in Note 10 to the financial statements, on February 28, 2013, the Company entered into two new unsecured credit facilities, comprised of (i) a $1 billion revolving credit facility having a 5 year term; and (ii) a $1.5 billion bridge financing facility having a 1 year term (the “Bridge Facility”). The Company paid upfront costs of $11.7 million in connection with these new facilities which have been recorded under Other assets and which are being amortized over the life of the respective credit facilities. On May 28, 2013, the Bridge Facility was terminated, with the remaining unamortized upfront costs of $4.5 million associated with this credit facility being fully expensed on that date.

Interest Costs

During the three months ended June 30, 2013, the Company incurred interest costs of $7.2 million (six months - $8.7 million), of which $4.7 million (six months - $5.5 million) has been capitalized in relation to the Barrick and Constancia silver interests, with the remainder being expensed. During the three months ended June 30, 2012, the Company incurred interest costs of $2.4 million (six months - $4.8 million), of which $2.2 million (six months - $4.4 million) represents accreted interest on the payments due in relation to the Barrick silver interest, with the remainder being attributable to interest on bank debt. All of the interest costs incurred during the three and six months ended June 30, 2012 were capitalized in relation to the Barrick silver interest.

SILVER WHEATON 2013 SECOND QUARTER REPORT [19]

Income Tax Expense

		Three Months Ended				Six Months Ended
		June 30				June 30
(in thousands)		2013		2012		2013		2012
Current income tax expense related to foreign jurisdictions	$	31	$	252	$	74	$	532
Deferred income tax expense related to:
Origination and reversal of temporary differences ¹	$	933	$	794	$	3,752	$	2,413
Write down of previously recognized temporary differences		698		1,704		2,118		3,153
	$	1,631	$	2,498	$	5,870	$	5,566
Total income tax expense	$	1,662	$	2,750	$	5,944	$	6,098

1) Primarily related to income from Canadian operations.

For the three and six months ended June 30, 2013, income tax expense decreased by $1.1 and $0.2 million, respectively, relative to the comparable periods in the previous year. This decrease was due to an increase in deferred income tax expense associated with income from Canadian operations offset by a reduction in deferred income tax expense associated with the change in unrealized gains in long-terms investments in common shares held and current income tax expense in Barbados.

Non-IFRS Measures

Silver Wheaton has included, throughout this document, certain non-IFRS performance measures, including (i) operating cash flow per share (basic and diluted); (ii) average cash costs of silver and gold on a per ounce basis; and (iii) cash operating margin.

i.

Operating cash flow per share (basic and diluted) is calculated by dividing cash generated by operating activities by the weighted average number of shares outstanding (basic and diluted). The Company presents operating cash flow per share as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other companies in the precious metals mining industry who present results on a similar basis.

The following table provides a reconciliation of operating cash flow per share (basic and diluted).

		Three Months Ended				Six Months Ended
		June 30				June 30
(in thousands, except for per share amounts)		2013		2012		2013		2012
Cash generated by operating activities	$	125,258	$	172,916	$	290,870	$	336,727
Divided by:
Basic weighted average number of shares outstanding		354,800		353,733		354,612		353,631
Diluted weighted average number of shares outstanding		355,804		355,519		356,112		355,751
Equals:
Operating cash flow per share - basic	$	0.35	$	0.49	$	0.82	$	0.95
Operating cash flow per share - diluted	$	0.35	$	0.49	$	0.82	$	0.95

SILVER WHEATON 2013 SECOND QUARTER REPORT [20]

ii.

Average cash cost of silver and gold on a per ounce basis is calculated by dividing the total cost of sales, less depletion, by the ounces sold. In the precious metals mining industry, this is a common performance measure but does not have any standardized meaning. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company’s performance and ability to generate cash flow.

The following table provides a reconciliation of average cash cost of silver and gold on a per ounce basis.

		Three Months Ended						Six Months Ended
		June 30						June 30
(in thousands, except for gold ounces sold and per ounce amounts)		2013			2012			2013			2012
Cost of sales	$	75,859		$	49,707		$	130,610		$	91,932
Less: depletion		(41,362	)		(21,591	)		(65,703	)		(38,797	)
Cash cost of sales	$	34,497		$	28,116		$	64,907		$	53,135
Cash cost of sales is comprised of:
Total cash cost of silver sold	$	21,267		$	27,399		$	45,542		$	51,248
Total cash cost of gold sold		13,230			717			19,365			1,887
Total cash cost of sales	$	34,497		$	28,116		$	64,907		$	53,135
Divided by:
Total silver ounces sold		5,142			6,789			11,094			12,717
Total gold ounces sold		33,869			2,369			50,812			6,229
Total silver equivalent ounces sold 1		7,239			6,928			14,162			13,054
Equals:
Average cash cost of silver (per ounce)	$	4.14		$	4.04		$	4.11		$	4.03
Average cash cost of gold (per ounce)	$	391		$	303		$	381		$	303
Average cash cost (per silver equivalent ounce 1 )	$	4.77		$	4.06		$	4.58		$	4.07

¹⁾ Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.

SILVER WHEATON 2013 SECOND QUARTER REPORT [21]

iii.

Cash operating margin is calculated by subtracting the average cash cost of silver and gold on a per ounce basis from the average realized selling price of silver and gold on a per ounce basis. The Company presents cash operating margin as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other companies in the precious metals mining industry who present results on a similar basis.

The following table provides a reconciliation of cash operating margin.

		Three Months Ended						Six Months Ended
		June 30						June 30
(in thousands, except for per ounce amounts)		2013			2012			2013			2012
Average realized selling price of silver and gold
Sales	$	166,890		$	201,408		$	372,651		$	401,046
Divided by - total silver equivalent ounces sold 1		7,239			6,928			14,162			13,054
Equals - average realized price ($'s per silver equivalent ounce 1 )	$	23.05		$	29.07		$	26.31		$	30.72
Less - average cash cost ($'s per silver equivalent ounce 1 )		(4.77	)		(4.06	)		(4.58	)		(4.07	)
Cash operating margin per silver equivalent ounce 1	$	18.28		$	25.01		$	21.73		$	26.65

1) Gold ounces produced and sold are converted to a silver equivalent basis based on either (i) the ratio of the average silver price received to the average gold price received during the period from the assets that produce both gold and silver; or (ii) the ratio of the price of silver to the price of gold on the date of sale as per the London Bullion Metal Exchange for the assets which produce only gold.

These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently. The presentation of these non-IFRS measures 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 IFRS.

SILVER WHEATON 2013 SECOND QUARTER REPORT [22]

Liquidity and Capital Resources

As at June 30, 2013, the Company had cash and cash equivalents of $36.3 million (December 31, 2012 - $778.2 million) and working capital of $19.7 million (December 31, 2012 – working capital of $735.9 million).

On February 28, 2013, the Company entered into two new unsecured credit facilities, comprised of (i) a $1 billion Revolving Facility having a 5 year term; and (ii) a $1.5 billion Bridge Facility having a 1 year term. On May 28, 2013, the Company cancelled the Bridge Facility, replacing it with a $1 billion non-revolving term loan ("NRT Loan") with a 3-year term, extendable by 1 year with the unanimous consent of lenders. These facilities replaced the pre-existing $400 million revolving credit facility and the debt outstanding relative to the $200 million Term Loan.

Three Months Ended June 30, 2013

During the three months ended June 30, 2013, the Company generated operating cash flows of $125.3 million compared with $172.9 million during the comparable period of 2012, with the decrease being primarily related to a decline in the price realized on sale, partially offset by an increase in the number of silver equivalent ounces sold.

During the three months ended June 30, 2013, the Company had net cash outflows from financing activities of $34.7 million, which was primarily the result of (i) the $1.09 billion repayment of the Bridge Facility; (ii) $2.4 million of upfront costs related to the NRT Loan; and (iii) dividend payments totaling $92.2 million. These cash outflows were partially offset by (i) a drawdown under its NRT Loan of $1 billion; (ii) a drawdown, net of repayments, of $145 million under its Revolving Facility; and (iii) proceeds in the amount of $4.9 million from share purchase options exercised during the period. During the three months ended June 30, 2012, the Company had net cash outflows from financing activities of $67.6 million, which was primarily comprised of dividend payments in the amount of $63.7 million, a scheduled principal repayment of $7.1 million relating to the Company’s previously outstanding Term Loan, partially offset by proceeds in the amount of $3.2 million from share purchase options exercised during the period.

During the three months ended June 30, 2013, the Company had net cash outflows from investing activities of $129.7 million, primarily comprised of the $125 million upfront cash payment to Hudbay related to the second installment on the Constancia silver interest, which was due once capital expenditures of $500 million had been incurred at Constancia. During the three months ended June 30, 2012, the Company had net cash outflows from investing activities of $0.6 million, which was primarily related to acquisition of common shares of Revett from the exercise of Revett warrants for total consideration of $0.4 million as well as interest costs in the amount of $0.2 million capitalized to the Barrick silver interest.

Six Months Ended June 30, 2013

During the six months ended June 30, 2013, the Company generated operating cash flows of $290.9 million compared with $336.7 million during the comparable period of 2012, with the decrease being primarily related to a decrease in the price realized on sale, partially offset by an increase in the number of silver equivalent ounces sold.

During the six months ended June 30, 2013, the Company had net cash inflows from financing activities of $997.7 million, which was primarily the result of a net drawdown under the Company’s credit facilities of $1.09 billion and $8.9 million in proceeds from share purchase options and share purchase warrants exercised during the period, partially offset by $14.0 million of upfront costs related to the new credit facilities and dividend payments totaling $92.2 million. During the six months ended June 30, 2012, the Company had net cash outflows from financing activities of $73.8 million, which was primarily comprised of dividend payments totaling $63.7 million, scheduled principal repayments totaling $14.3 million relating to the Company’s previously outstanding Term Loan, partially offset by proceeds in the amount of $4.1 million from share purchase options and share purchase warrants exercised during the period.

During the six months ended June 30, 2013, the Company had net cash outflows from investing activities of $2.0 billion, primarily related to the upfront cash payment to Vale totaling $1.9 billion related to the Company’s Salobo and Sudbury gold interests in addition to a $125 million upfront cash payment to Hudbay related to the second installment on the Constancia silver interest, which was due once capital expenditures of $500 million had been incurred at Constancia. During the six months ended June 30, 2012, the Company had net cash outflows from investing activities of $1.0 million, which was primarily related to the acquisition of common shares of Revett, as described above, as well as interest costs in the amount of $0.4 million capitalized to the Barrick silver interest.

In the opinion of management, the $36.3 million of cash and cash equivalents as at June 30, 2013, combined with the liquidity provided by the $855 million of credit available under the $1 billion Revolving Facility as at June 30, 2013 and ongoing operating cashflows positions the Company well to fund all outstanding commitments as well as providing flexibility to acquire additional accretive precious metal stream interests.

SILVER WHEATON 2013 SECOND QUARTER REPORT [23]

Contractual Obligations and Contingencies

Silver and Gold Interests

The following table summarizes the Company’s commitments to pay for silver and gold to which it has the contractual right pursuant to the precious metal purchase agreements:

	Attributable Payable
	Production to be		Per Ounce Cash
	Purchased		Payment 1,2
					Term of	Date of
Silver and Gold Interests	Silver	Gold	Silver	Gold	Agreement	Contract
San Dimas	100% 3	-	$      4.12	n/a	Life of Mine	15-Oct-04
Yauliyacu	100% 4	-	$      4.08	n/a	20 years	23-Mar-06
Peñasquito	25%	-	$      4.02	n/a	Life of Mine	24-Jul-07
Minto	100%	100% 5	$      3.98	$    306	Life of Mine	1-Dec-08
777	100%	100%/50% 6	$      5.90	$    400	Life of Mine	8-Aug-12
Salobo	-	25%	n/a	$    400	Life of Mine	28-Feb-13
Sudbury	-	70%	n/a	$    400	20 years	28-Feb-13
Barrick
Pascua-Lama	25%	-	$      3.90	n/a	Life of Mine	8-Sep-09
Lagunas Norte	100%	-	$      3.90	n/a	6 years 7	8-Sep-09
Pierina	100%	-	$      3.90	n/a	6 years 7	8-Sep-09
Veladero	100% 8	-	$      3.90	n/a	6 years 7	8-Sep-09
Other
Los Filos 3	100%	-	$      4.17	n/a	25 years	15-Oct-04
Zinkgruvan	100%	-	$      4.18	n/a	Life of Mine	8-Dec-04
Keno Hill	25%	-	$      3.90	n/a	Life of Mine	2-Oct-08
Mineral Park	100%	-	$      3.90	n/a	Life of Mine	17-Mar-08
Neves-Corvo	100%	-	$      4.06	n/a	50 years	5-Jun-07
Cozamin	100%	-	$      4.16	n/a	10 years	4-Apr-07
Stratoni	100%	-	$      4.02	n/a	Life of Mine	23-Apr-07
Campo Morado	75%	-	$      3.98	n/a	Life of Mine	13-May-08
Aljustrel	100%	-	$      3.98	n/a	50 years	5-Jun-07
Loma de La Plata	12.5%	-	$      4.00	n/a	Life of Mine	n/a 9
Rosemont	100%	100%	$      3.90	$    450	Life of Mine	11-Feb-10
Constancia	100%	-	$      5.90	n/a	Life of Mine	8-Aug-12

1)	Subject to an annual inflationary adjustment with the exception of Loma de La Plata and Sudbury.
2)	Should the prevailing market price for silver or gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price, with the exception of Yauliyacu.
3)	Until August 6, 2014, Silver Wheaton is committed to purchase from Primero a per annum amount equal to the first 3.5 million ounces of payable silver produced at San Dimas and 50% of any excess, plus Silver Wheaton is committed to purchase an additional 1.5 million ounces of silver per annum to be delivered by Goldcorp for a per ounce cash payment equal to that applicable under the Los Filos silver purchase agreement. After August 6, 2014, Silver Wheaton is committed to purchase from Primero a per annum amount equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess.
4)	To a maximum of 4.75 million ounces per annum. In the event that silver sold and delivered to Silver Wheaton in any year totals less than 4.75 million ounces, the amount sold and delivered to Silver Wheaton in subsequent years will be increased to make up for any cumulative shortfall, to the extent production permits. The cumulative shortfall as at March 23, 2013, representing the seven year anniversary, was 15.2 million ounces.
5)	The Company is committed to acquire 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter.
6)	The Company’s share of gold production at 777 will remain at 100% until the later of the end of 2016 or the satisfaction of a completion test relating to Hudbay’s Constancia project, after which it will be reduced to 50% for the remainder of the mine life.
7)	Based on Barrick’s current estimate of Pascua-Lama achieving commercial production during 2016, the Company is committed to purchase silver production from the currently producing mines until December 31, 2015.
8)	Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore mined at Veladero during the period.
9)	Terms of the agreement not yet finalized.

SILVER WHEATON 2013 SECOND QUARTER REPORT [24]

Other Contractual Obligations and Contingencies

		Obligations With Scheduled Payment Dates
												Other
(in thousands)		2013		2014 - 2016		2017 - 2018		After 2018		Sub-Total		Commitments		Total
Bank debt ¹	$	-	$	1,000,000	$	145,000	$	-	$	1,145,000	$	-	$	1,145,000
Interest ²		8,502		50,343		4,483		-		63,328		-		63,328
Silver and gold interest payments ³
Rosemont		-		-		-		-		-		230,000		230,000
Loma de La Plata		-		-		-		-		-		32,400		32,400
Constancia		-		-		-		-		-		125,000		125,000
Operating leases		253		3,089		2,129		6,568		12,039		-		12,039
Total contractual obligations	$	8,755	$	1,053,432	$	151,612	$	6,568	$	1,220,367	$	387,400	$	1,607,767

1)	At June 30, 2013, the Company had $1.0 billion outstanding on the NRT Loan and $145 million outstanding on the Revolving Facility.
2)	As the applicable interest rates are floating in nature, the interest charges are estimated based on market-based forward interest rate curves at the end of the reporting period.
3)	Does not reflect the contingent payment due related to the Salobo gold purchase agreement (see the Salobo section, below).

Rosemont

In connection with the Rosemont precious metals purchase agreement, the Company is committed to pay Augusta total upfront cash payments of $230 million, payable on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine.

Loma de La Plata

In connection with the Company’s election to convert the debenture with Pan American into a silver purchase agreement, the Company is committed to pay Pan American total upfront cash payments of $32.4 million following the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.

Constancia

In connection with the Constancia silver purchase agreement, the Company is committed to pay Hudbay a final payment of $125 million to be made once capital expenditures of $1 billion have been incurred at Constancia.

Salobo

Vale is in the process of expanding the mill throughput capacity at the Salobo mine to 24 million tonnes per annum (“Mtpa”) from its current 12 Mtpa. If throughput capacity is expanded above 28 Mtpa within a predetermined period, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $67 million if throughput capacity is expanded to 28 Mtpa by January 1, 2031 up to $400 million if throughput capacity is expanded to 40 Mtpa prior to January 1, 2021.

Other

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time, including an audit by the Canada Revenue Agency of the Company’s international transactions covering the 2005 to 2010 taxation years, which is currently ongoing. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. Based on information available to management at August 14, 2013, the outstanding legal and tax matters are not expected to have a material adverse effect on the Company. However, if the Company is unable to resolve any of these matters favorably, there may be a material adverse impact on the Company’s financial performance, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

SILVER WHEATON 2013 SECOND QUARTER REPORT [25]

Share Capital

During the three months ended June 30, 2013, the Company received cash proceeds of $4.9 million from the exercise of 309,250 share purchase options at a weighted average exercise price of Cdn$16.16 per option (six months - $6.0 million from the exercise of 376,500 share purchase options at a weighted average exercise price of Cdn$16.05) . For the comparable period in 2012, the Company received cash proceeds of $3.2 million from the exercise of 244,833 share purchase options at a weighted average exercise price of Cdn$13.20 per option (six months - $4.1 million from the exercise of 313,233 share purchase options at a weighted average exercise price of Cdn$13.26) .

During the three months ended June 30, 2013, the Company received cash proceeds of $7,000 from the exercise of 351 share purchase warrants at a weighted average exercise price of $20.00 per warrant (six months - $3.0 million from the exercise of 149,101 share purchase warrants at a weighted average exercise price of $20.00) . During the six months ended June 30, 2012, the Company received cash proceeds of $10,000 from the exercise of 497 share purchase warrants with an exercise price of $20.00 per warrant, with all the exercises taking place during the three months ended March 31, 2012.

As of August 14, 2013, there were 354,920,952 outstanding common shares, 3,048,395 share purchase options, 144,692 restricted share units and 12,469,739 share purchase warrants.

Financial Instruments

In order to mitigate the effect of short-term volatility in silver and gold prices, the Company will occasionally enter into forward contracts in relation to silver and gold deliveries that it is highly confident will occur within a given quarter. The Company does not hedge its long-term exposure to commodity prices. Other than these very short-term forward contracts, the Company has not used derivative financial instruments to manage the risks associated with its operations and therefore, in the normal course of business, it is inherently exposed to currency, interest rate and commodity price fluctuations. No forward contracts were outstanding at June 30, 2013.

The Company owns equity interests in several publicly traded mineral exploration, development and mining companies as long-term investments and therefore is inherently exposed to various risk factors including currency risk, market price risk and liquidity risk.

Changes in Accounting Policies

IAS 1 - Presentation of Financial Statements (amended 2011)

In June 2011, the International Accounting Standards Board (“IASB”) issued amendments to IAS 1 - Presentation of Financial Statements (“IAS 1”) that require an entity to group items presented in the statement of other comprehensive income on the basis of whether they may be reclassified to profit or loss subsequent to initial recognition. For those items presented before tax, the amendments to IAS 1 also require that the tax related to the two separate groups be presented separately. The adoption of this amended standard did not result in a material impact on the Company’s consolidated financial statements.

IFRS 10 - Consolidated Financial Statements (“IFRS 10”)

In May 2011, the IASB issued IFRS 10 - Consolidated Financial Statements to replace IAS 27 - Consolidated and Separate Financial Statements and SIC 12 - Consolidation – Special Purpose Entities. The new consolidation standard changes the definition of control so that the same criteria apply to all entities, both operating and special purpose entities, to determine control. The revised definition focuses on the need to have both power over the investee to direct relevant activities and exposure to variable returns before control is present. The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

IFRS 11 - Joint Arrangements (“IFRS 11”)

In May 2011, the IASB issued IFRS 11 - Joint Arrangements to replace IAS 31 - Interests in Joint Ventures. The new standard defines two types of arrangements: Joint Operations and Joint Ventures. Focus is on the rights and obligations of the parties to the joint arrangement, thereby requiring parties to recognize the individual assets and liabilities to which they have rights or for which they are responsible, even if the joint arrangement operates in a separate legal entity. The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

SILVER WHEATON 2013 SECOND QUARTER REPORT [26]

IFRS 12 - Disclosure of Interests in Other Entities (“IFRS 12”)

In May 2011, the IASB issued IFRS 12 - Disclosure of Interests in Other Entities to create a comprehensive disclosure standard to address the requirements for subsidiaries, joint arrangements and associates and the reporting entity’s involvement with other entities. It also includes the requirements for unconsolidated structured entities (i.e. special purpose entities). The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

IFRS 13 - Fair Value Measurement

In May 2011, the IASB issued IFRS 13 - Fair Value Measurement as a single source of guidance for all fair value measurements required by IFRS to reduce the complexity and improve consistency across its application. The standard provides a definition of fair value and guidance on how to measure fair value as well as a requirement for enhanced disclosures. The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

Future Changes in Accounting Policies

The IASB has issued the following new or amended standards:

Standards required to be applied for periods beginning on or after January 1, 2014:

•        IAS 32 – Financial Instruments: Presentation (amended 2011)

Standards required to be applied for periods beginning on or after January 1, 2015:

•        IFRS 9 (2010) – Financial Instruments (amended 2010)

The Company adopted IFRS 9 (2009) – Financial Instruments effective January 1, 2010. Early adoption of the above standards is permitted.

Based upon its current facts and circumstances, the Company does not expect to be materially affected by the application of these new standards.

Subsequent Event

Declaration of Dividend

On August 14, 2013, the Board of Directors declared a dividend in the amount of $0.10 per common share as the result of an amended dividend policy whereby the quarterly dividend will be equal to 20% of the average of the previous four quarters operating cash flow, with a gradual implementation. This dividend is payable to shareholders of record on August 30, 2013 and is expected to be distributed on or about September 12, 2013.

SILVER WHEATON 2013 SECOND QUARTER REPORT [27]

Controls and Procedures

Disclosure Controls and Procedures

Silver Wheaton’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the design and effectiveness of Silver Wheaton’s disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and Canadian Securities Administrators, as of June 30, 2013. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that Silver Wheaton’s disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2013.

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 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 IFRS. The Company’s controls include 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 IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and 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 financial statements or interim financial statements.

There have been no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2013 that would materially affect, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting using the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the internal control over financial reporting was effective at the reasonable assurance level as of June 30, 2013.

Limitation of Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, believe 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 controls. The design of any 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.

SILVER WHEATON 2013 SECOND QUARTER REPORT [28]

Attributable Reserves and Resources ⁽¹⁾

The following tables set forth the estimated Mineral Reserves and Mineral Resources (silver and/or gold only) for the mines relating to which the Company has purchase agreements, adjusted where applicable to reflect the Company’s percentage entitlement to silver and/or gold produced from such mines, as of December 31, 2012, unless otherwise noted.

ATTRIBUTABLE PROVEN AND PROBABLE RESERVES^(1,2,3,8,17)
AS OF DECEMBER 31, 2012 UNLESS OTHERWISE NOTED⁽⁶⁾

	Proven			Probable			Proven & Probable
										Process
	Tonnage	Grade	Contained	Tonnage	Grade	Contained	Tonnage	Grade	Contained	Recovery %
SILVER	Mt	g/t	Moz	Mt	g/t	Moz	Mt	g/t	Moz	(7)
Peñasquito (25%)(14)
Mill	144.5	29.4	136.4	121.2	20.8	80.9	265.7	25.5	217.4	53-65%
Heap Leach	8.1	14.6	3.8	21.9	9.7	6.8	29.9	11.0	10.6	24%
San Dimas(10, 14)	-	-	-	4.6	267.5	39.4	4.6	267.5	39.4	94%
Pascua-Lama (25%)(14)	9.9	59.5	18.9	86.3	54.1	150.2	96.2	54.7	169.1	82%
Lagunas Norte(11)	3.4	3.2	0.4	38.6	3.2	4.0	42.1	3.2	4.3	22%
Pierina(11)	2.8	9.0	0.8	20.6	9.0	6.0	23.3	9.0	6.8	37%
Veladero(11)	4.7	10.6	1.6	62.4	10.6	21.2	67.1	10.6	22.8	6%
Yauliyacu(11, 12)	1.1	96.0	3.3	2.9	100.0	9.4	4.0	98.9	12.7	85%
777 (13, 14)	5.0	27.3	4.4	6.4	28.5	5.9	11.4	28.0	10.3	64%
Neves-Corvo
Copper	6.1	40.0	7.8	18.0	40.0	23.2	24.1	40.0	31.0	35%
Zinc	11.5	72.0	26.7	11.2	67.0	24.0	22.7	69.5	50.7	20%
Rosemont(15)	279.5	4.1	37.0	325.8	4.1	43.1	605.3	4.1	80.1	80%
Constancia	359.0	3.3	38.3	91.0	3.6	10.6	450.0	3.4	48.8	72%
Mineral Park(15)	281.9	2.7	24.6	71.4	2.9	6.7	353.3	2.8	31.3	49%
Zinkgruvan
Zinc	8.4	95.0	25.8	2.4	54.0	4.2	10.9	85.9	30.0	70%
Copper	3.9	32.0	4.0	0.1	34.0	0.1	4.0	32.0	4.1	78%
Aljustrel
Copper	2.2	19.2	1.3	8.4	15.3	4.1	10.6	16.1	5.5	30%
Campo Morado (75%)	0.8	158.2	4.0	0.2	133.3	0.6	0.9	154.3	4.7	55%
Stratoni	0.8	195.0	4.9	0.1	107.0	0.4	0.9	184.0	5.3	83%
Minto	6.0	5.1	1.0	7.0	5.2	1.2	13.0	5.1	2.2	78%
Cozamin(11)
Copper	1.8	61.3	3.6	3.2	45.4	4.6	5.0	51.2	8.2	74%
Los Filos	72.6	5.3	12.3	224.1	5.6	40.2	296.7	5.5	52.5	5%
Total Silver			360.8			486.8			847.6
GOLD
Salobo (25%)(16)	159.2	0.42	2.15	121.5	0.32	1.25	280.6	0.38	3.40	66%
Sudbury (70%)(11)	37.2	0.36	0.43	25.8	0.36	0.30	63.0	0.36	0.72	81%
777 (13, 14)	3.7	1.89	0.23	4.9	1.89	0.30	8.6	1.89	0.52	73%
Minto	6.0	0.66	0.13	7.0	0.54	0.12	13.0	0.60	0.25	74%
TOTAL GOLD			2.93			1.96			4.90

SILVER WHEATON 2013 SECOND QUARTER REPORT [29]

ATTRIBUTABLE MEASURED & INDICATED RESOURCES^{(1,2,3,4,5,9,17)}
AS OF DECEMBER 31, 2012 UNLESS OTHERWISE NOTED⁽⁶⁾

	Measured			Indicated			Measured & Indicated
	Tonnage	Grade	Contained	Tonnage	Grade	Contained	Tonnage	Grade	Contained
SILVER	Mt	g/t	Moz	Mt	g/t	Moz	Mt	g/t	Moz
Peñasquito (25%)(14)
Mill	31.4	14.4	14.6	112.9	13.1	47.6	144.2	13.4	62.2
Heap Leach	0.9	5.0	0.1	5.4	4.2	0.7	6.4	4.3	0.9
Pascua-Lama (25%)(14)	5.3	24.5	4.2	55.9	23.4	42.1	61.2	23.5	46.3
Yauliyacu(11, 12)	0.7	115.6	2.5	5.1	227.1	37.2	5.8	214.2	39.7
Neves-Corvo
Copper	4.1	49.3	6.4	23.1	50.7	37.6	27.1	50.5	44.1
Zinc	13.0	59.7	25.0	51.6	55.4	92.0	64.6	56.3	117.0
Rosemont(15)	38.5	3.0	3.7	197.7	2.7	17.1	236.2	2.7	20.8
Constancia	119.0	2.3	8.6	344.0	2.0	21.9	463.0	2.1	30.5
Mineral Park(15)	101.0	2.6	8.4	175.6	2.7	15.2	276.6	2.7	23.6
Zinkgruvan
Zinc	1.0	88.8	2.7	3.7	124.6	14.7	4.6	117.2	17.4
Copper	1.5	21.2	1.0	0.5	33.8	0.6	2.0	24.3	1.6
Aljustrel
Zinc	1.3	65.6	2.7	20.5	60.3	39.7	21.8	60.7	42.4
Copper	-	-	-	0.1	11.7	0.04	0.1	11.7	0.04
Campo Morado (75%)	5.0	128.9	20.6	2.4	123.5	9.7	7.4	127.1	30.2
Loma de La Plata (12.5%)	-	-	-	3.6	169.0	19.8	3.6	169.0	19.8
Minto	7.4	3.9	0.9	31.2	3.4	3.4	38.6	3.5	4.3
Keno Hill (25%)
Underground	-	-	-	0.6	506.0	10.4	0.6	506.0	10.4
Elsa Tailings	-	-	-	0.6	119.0	2.4	0.6	119.0	2.4
Los Filos	9.6	8.5	2.6	61.4	6.8	13.4	71.0	7.0	16.0
Total Silver			104.1			425.4			529.5
GOLD
Salobo (25%)(16)	12.3	0.47	0.19	48.8	0.37	0.58	61.1	0.39	0.77
Sudbury (70%)(11)	-	-	-	26.5	0.47	0.40	26.5	0.47	0.40
Minto	7.4	0.44	0.10	31.2	0.32	0.32	38.6	0.34	0.42
TOTAL GOLD			0.29			1.30			1.59

SILVER WHEATON 2013 SECOND QUARTER REPORT [30]

ATTRIBUTABLE INFERRED RESOURCES ^{(1,2,3,4,5,9,17)}
AS OF DECEMBER 31, 2012 UNLESS OTHERWISE NOTED ⁽⁶⁾

		Inferred
	Tonnage	Grade	Contained
SILVER	Mt	g/t	Moz
Peñasquito (25%)(14)
Mill	31.7	9.1	9.3
Heap Leach	12.7	1.6	0.7
San Dimas(10, 14)	6.1	327.2	64.6
Pascua-Lama (25%)(14)	8.1	15.5	4.0
777 (13, 14)	0.8	31.1	0.8
Neves-Corvo
Copper	25.4	47.2	38.6
Zinc	22.1	51.0	36.2
Rosemont(15)	104.5	3.3	11.1
Constancia	223.0	1.9	13.4
Mineral Park(15)	320.1	2.3	23.9
Zinkgruvan
Zinc	4.6	78.0	11.4
Copper	0.6	31.0	0.6
Aljustrel
Zinc	8.7	50.4	14.0
Copper	4.7	16.0	2.4
Campo Morado (75%)	1.7	128.9	7.1
Stratoni	0.7	89.0	2.0
Loma de La Plata (12.5%)	0.2	76.0	0.4
Minto	16.2	3.2	1.7
Keno Hill (25%)
Underground	0.2	340.8	1.9
Los Filos	239.2	6.0	46.5
TOTAL SILVER			290.5
GOLD
Salobo (25%)(16)	37.0	0.31	0.37
Sudbury (70%)(11)	12.6	0.47	0.19
777 (13, 14)	0.4	1.75	0.02
Minto	16.2	0.34	0.18
TOTAL GOLD			0.76

SILVER WHEATON 2013 SECOND QUARTER REPORT [31]

Notes:

1.	All Mineral Reserves and Mineral Resources have been calculated in accordance with the CIM Standards and NI 43-101, or the AusIMM JORC equivalent.
2.	Mineral Reserves and Mineral Resources are reported above in millions of metric tonnes (“Mt”), grams per metric tonne (“g/t”) and millions of ounces (“Moz”).
3.	Individual qualified persons (“QPs”), as defined by the NI 43-101, for the technical information contained in this document (including the Mineral Reserve and Mineral Resource estimates) for the following operations are as follows:
	a.	Salobo – Christopher Jacobs, CEng MIMMM (Vice President and Mining Economist), James Turner, CEng MIMMM (Senior Mineral Process Engineer), Barnard Foo, P. Eng., MBA (Senior Mining Engineer) and Jason Ché Osmond, FGS, C.Geol, EurGeol (Senior Geologist) all of whom are employees of Micon International Ltd.
	b.	All other operations and development projects: the Company’s QPs Neil Burns, M.Sc., P.Geo. (Vice President, Technical Services); Samuel Mah, M.A.Sc., P.Eng. (Senior Director, Project Evaluations), both employees of the Company (the “Company’s QPs”).
4.	The Mineral Resources reported in the above tables are exclusive of Mineral Reserves. The Minto, Campo Morado, Neves-Corvo, Zinkgruvan and Aljustrel mines report Mineral Resources inclusive of Mineral Reserves. The Company’s QPs have made the exclusive Mineral Resource estimates for these mines based on average mine recoveries and dilution.
5.	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
6.	Other than as detailed below, Mineral Reserves and Mineral Resources are reported as of December 31, 2012 based on information available to the Company as of the date of this document, and therefore will not reflect updates, if any, after such date.
	a.	Resources and Reserves for Neves-Corvo and Zinkgruvan are reported as of June 30, 2012.
	b.	Resources and Reserves for Rosemont are reported as of August 28, 2012.
	c.	Resources for the Constancia and Pampacancha deposits are reported as of August 23, 2011 and April 2, 2012, respectively. Reserves for both Constancia and Pampacancha deposits are reported as of August 8, 2012.
	d.	Resources for Mineral Park are reported as of December 29, 2006..
	e.	Resources and Reserves for Aljustrel’s Feitais and Moinho deposits are reported as of November 30, 2010, Resources for the Estaçao deposit are reported as of December 31, 2007.
	f.	Resources for Campo Morado’s El Rey, Naranjo and Reforma deposits are reported as of October 13, 2005.
	g.	Resources for Keno Hill’s Elsa Tailings are reported as of April 22, 2010, Lucky Queen and Onek deposits as of July 27, 2011, Bermingham as of June 27, 2012 and Flame and Moth as of January 30, 2013.
	h.	Resources for Loma de La Plata are reported as of May 20, 2009.
7.	Process recoveries are the average percentage of silver or gold in a saleable product (doré or concentrate) recovered from mined ore at the applicable site process plants as reported by the operators.
8.	Mineral Reserves are estimated using appropriate process recovery rates and the following commodity prices:
	a.	Peñasquito and Los Filos -$24.00 per ounce silver.
	b.	San Dimas $25.00 per ounce silver.
	c.	Rosemont and Cozamin - $20.00 per ounce silver.
	d.	Pascua-Lama - $22.00 per ounce silver.
	e.	Lagunas Norte, Veladero, Pierina – $28.00 per ounce silver.
	f.	Yauliyacu - $30.00 per ounce silver.
	g.	777 – $25.00 per ounce silver and $1,250 per ounce gold.
	h.	Neves-Corvo – 1.4% Cu cut-off for the copper Reserve and 5.0% Zn cut-off for all the zinc Reserves except for Lombador which was reported above a cut-off of 6.0% Zn.
	i.	Constancia - $23.00 per ounce silver.
	j.	Mineral Park – $7.50 per ounce silver.
	k.	Zinkgruvan – 3.7% Zn equivalent cut-off for the zinc Reserve and 1.8% Cu cut-off for the copper Reserve.
	l.	Aljustrel – 1.5% Cu cut-off for all copper Reserves, 4.5% Zn cut-off for all zinc Reserves.
	m.	Campo Morado - $18.92 per ounce silver.
	n.	Stratoni - $6.72 per ounce silver.
	o.	Minto – $3.90 per ounce silver and $300 per ounce gold.
	p.	Salobo and Sudbury - $1,150 per ounce gold.
9.	Mineral Resources are estimated using appropriate recovery rates and the following commodity prices:
	a.	Peñasquito and Los Filos - $27.00 per ounce silver.
	b.	San Dimas - $25.00 per ounce silver.
	c.	Pascua-Lama, Lagunas Norte, Veladero and Pierina – $28.00 per ounce silver.
	d.	Yauliyacu – $30.00 per ounce silver.
	e.	777 – $25.00 per ounce silver and $1,250 per ounce gold.
	f.	Neves-Corvo – 1.0% Cu cut-off for the copper Resource and 3.0% Zn cut-off for the zinc Resource.
	g.	Rosemont and Cozamin – $20.00 per ounce silver.
	h.	Constancia - $22.00 per ounce silver.
	i.	Mineral Park – $7.50 per ounce silver.
	j.	Zinkgruvan – 3.7% Zn equivalent cut-off for the zinc Resource and 1.0% Cu cut-off for the copper Resource.
	k.	Aljustrel – 1.5% Cu cut-off for all copper Resources, 4.5% Zn cut-off for Feitais and Moinho zinc Resources and 4.0% for Estação zinc Resources.

SILVER WHEATON 2013 SECOND QUARTER REPORT [32]

l.	Campo Morado – $18.92 per ounce silver for the G-9 zones and 5% Zn cut-off for the El Rey, Naranjo and Reforma deposits.
m.	Stratoni - $6.72 per ounce silver.
n.	Minto – 0.5% Cu cut-off.
o.	Loma de La Plata – $12.50 per ounce silver.
p.	Keno Hill – $15.25 per ounce silver for the Southwest and 99 Zones, $14.50 per ounce silver for the East Zone, $17.00 per ounce silver for the Elsa Tailings, $18.50 per ounce silver for the Lucky Queen and Onek deposits, $23.00 per ounce silver for Bermingham and $24.00 per ounce silver for Flame and Moth.
q.	Salobo and Sudbury - $1,150 per ounce gold.

10.	The San Dimas silver purchase agreement provides that from August 6, 2010 until August 5, 2014, Primero Mining Corp. (“Primero”) will deliver to the Company a per annum amount equal to the first 3.5 million ounces of payable silver produced at San Dimas and 50% of any excess, plus the Company will receive an additional 1.5 million ounces of silver per annum to be delivered by Goldcorp Inc. (“Goldcorp”). Beginning August 6, 2014, Primero will deliver to the Company a per annum amount equal to the first 6.0 million ounces of payable silver produced at San Dimas and 50% of any excess, for the life of the mine.
11.	The Company’s attributable Resources and Reserves for Pierina, Lagunas Norte, Veladero, Cozamin and Yauliyacu silver interests, in addition to the Sudbury and 777 gold interests, have been constrained to the production expected for the various contracts.
12.	The Company’s Yauliyacu silver purchase agreement (March 2006) with Glencore International AG provides for the delivery of up to 4.75 million ounces of silver per year for 20 years. In the event that silver sold and delivered to Silver Wheaton in any year totals less than 4.75 million ounces, the amount sold and delivered to Silver Wheaton in subsequent years will be increased to make up for any cumulative shortfall, to the extent production permits. Depending upon production levels it is possible that the Company’s current attributable tonnage may not be mined before the agreement expires.
13.	The 777 purchase agreement provides that Hudbay Minerals Inc. (“Hudbay”) will deliver 100% of the payable silver for the life of the mine and 100% of the payable gold until completion of the Constancia project, after which the gold stream will reduce to 50%. The gold figures in this table represent the attributable 777 Resources and Reserves constrained to the production expected for the 777 contract. .
14.	The scientific and technical information in this document regarding Peñasquito, San Dimas, Pascua-Lama and 777 was sourced by the Company from the following SEDAR (www.sedar.com) filed documents:
	a.	Peñasquito - Goldcorp annual information Form filed on March 1, 2013;
	b.	San Dimas - Primero annual information Form filed on April 2, 2013;
	c.	Pascua-Lama - Barrick Gold Corp. annual information Form filed on March 28, 2013; and
	d.	777 - Hudbay annual information filed on March 28, 2013.
	The Company QP’s have approved the disclosure of scientific and technical information in respect of Peñasquito, San Dimas, Pascua-Lama and 777 in this document.
15.	The Mineral Park and Rosemont Resources and Reserves do not include the SX/EW leach material since this process does not recover silver.
16.	The Company has filed a technical report for Salobo, which is available on SEDAR at www.sedar.com.
17.	Silver and gold are produced as by-product metal at all operations with the exception of silver at the Keno Hill mine and Loma de La Plata project; therefore, the economic cut-off applied to the reporting of silver and gold Resources and Reserves will be influenced by changes in the commodity prices of other metals at the time.

SILVER WHEATON 2013 SECOND QUARTER REPORT [33]

Cautionary Note Regarding Forward-Looking Statements

The information contained herein contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking statements, which are all statements other than statements of historical fact, include, but are not limited to, statements with respect to the future price of silver or gold, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, reserve determination, reserve conversion rates and statements as to any future dividends. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Silver Wheaton to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: fluctuations in the price of silver or gold; the absence of control over mining operations from which Silver Wheaton purchases silver and gold and risks related to these mining operations including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining and exploration activities, economic and political risks of the jurisdictions in which the mining operations are located and changes in project parameters as plans continue to be refined; and differences in the interpretation or application of tax laws and regulations; as well as those factors discussed in the section entitled “Description of the Business - Risk Factors” in Silver Wheaton's Annual Information Form available on SEDAR at www.sedar.com and in Silver Wheaton's Form 40-F on file with the U.S. Securities and Exchange Commission in Washington, D.C. Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: the continued operation of the mining operations from which Silver Wheaton purchases silver and gold, no material adverse change in the market price of commodities, that the mining operations will operate and the mining projects will be completed in accordance with their public statements and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although Silver Wheaton 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 forward-looking statements will prove to be accurate. Accordingly, readers should not place undue reliance on forward-looking statements. Silver Wheaton does not undertake to update any forward-looking statements that are included or incorporated by reference herein, except in accordance with applicable securities laws.

Cautionary Language Regarding Reserves And Resources

For further information on Mineral Reserves and Mineral Resources and on Silver Wheaton more generally, readers should refer to Silver Wheaton’s Annual Information Form for the year ended December 31, 2012 and other continuous disclosure documents filed by Silver Wheaton since January 1, 2013, available on SEDAR at www.sedar.com. Silver Wheaton’s Mineral Reserves and Mineral Resources are subject to the qualifications and notes set forth therein. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: The information contained herein uses the terms “Measured”, “Indicated” and “Inferred” Mineral Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them and expressly prohibits U.S. registered companies from including such terms in their filings with the SEC. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. United States investors are urged to consider closely the disclosure in Silver Wheaton’s Form 40-F, a copy of which may be obtained from Silver Wheaton or from http://www.sec.gov/edgar.shtml.

SILVER WHEATON 2013 SECOND QUARTER REPORT [34]

Condensed Interim Consolidated Statements of Earnings

			Three Months Ended						Six Months Ended
			June 30						June 30
(US dollars and shares in thousands, except per share
amounts - unaudited)	Note		2013			2012			2013			2012
Sales	4	$	166,890		$	201,408		$	372,651		$	401,046
Cost of sales
Cost of sales, excluding depletion		$	34,497		$	28,116		$	64,907		$	53,135
Depletion			41,362			21,591			65,703			38,797
Total cost of sales		$	75,859		$	49,707		$	130,610		$	91,932
Earnings from operations		$	91,031		$	151,701		$	242,041		$	309,114
Expenses and other income
General and administrative 1	5	$	8,876		$	7,354		$	18,768		$	14,918
Foreign exchange (gain) loss			(75	)		39			(185	)		9
Interest expense	10		2,525			-			3,205			-
Other expense (income)	6		6,926			144			9,771			(506	)
		$	18,252		$	7,537		$	31,559		$	14,421
Earnings before income taxes		$	72,779		$	144,164		$	210,482		$	294,693
Income tax expense	16		(1,662	)		(2,750	)		(5,944	)		(6,098	)
Net earnings		$	71,117		$	141,414		$	204,538		$	288,595
Basic earnings per share		$	0.20		$	0.40		$	0.58		$	0.82
Diluted earnings per share		$	0.20		$	0.40		$	0.57		$	0.81
Weighted average number of shares
outstanding
Basic	14		354,800			353,733			354,612			353,631
Diluted	14		355,804			355,519			356,112			355,751
1) Equity settled stock based compensation (a      non-cash item) included in general and      administrative expenses.		$	2,375		$	1,669		$	3,845		$	3,328

Condensed Interim Consolidated Statements of Comprehensive Income

			Three Months Ended						Six Months Ended
			June 30						June 30
(US dollars in thousands - unaudited)	Note		2013			2012			2013			2012
Net earnings		$	71,117		$	141,414		$	204,538		$	288,595
Other comprehensive income (loss)
Items that will not be reclassified to net earnings
Loss on long-term investments - common         shares held	8	$	(44,990	)	$	(34,399	)	$	(70,374	)	$	(45,106	)
Deferred income tax recovery	16		525			1,693			1,784			3,204
Total other comprehensive loss		$	(44,465	)	$	(32,706	)	$	(68,590	)	$	(41,902	)
Total comprehensive income		$	26,652		$	108,708		$	135,948		$	246,693

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

SILVER WHEATON 2013 SECOND QUARTER REPORT [35]

Condensed Interim Consolidated Balance Sheets

			June 30			December 31
(US dollars in thousands - unaudited)	Note		2013			2012
Assets
Current assets
Cash and cash equivalents	15	$	36,257		$	778,216
Accounts receivable	7		2,863			6,197
Other			2,054			966
Total current assets		$	41,174		$	785,379
Non-current assets
Silver and gold interests	9	$	4,300,380		$	2,281,234
Long-term investments	8		48,309			121,377
Other			6,149			1,347
Total non-current assets		$	4,354,838		$	2,403,958
Total assets		$	4,396,012		$	3,189,337
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	20,648		$	20,898
Current portion of bank debt	10		-			28,560
Current portion of performance share units	13.1		801			-
Total current liabilities		$	21,449		$	49,458
Non-current liabilities
Long-term portion of bank debt	10	$	1,142,802		$	21,500
Deferred income taxes	16		13,336			9,250
Performance share units	13.1		1,272			2,055
Total non-current liabilities		$	1,157,410		$	32,805
Total liabilities		$	1,178,859		$	82,263
Shareholders' equity
Issued capital	11	$	1,823,484		$	1,811,577
Reserves	12		(15,857	)		(1,710	)
Retained earnings			1,409,526			1,297,207
Total shareholders' equity		$	3,217,153		$	3,107,074
Total liabilities and shareholders' equity		$	4,396,012		$	3,189,337
Commitments and contingencies	10, 17

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

SILVER WHEATON 2013 SECOND QUARTER REPORT [36]

Condensed Interim Consolidated Statements of Cash Flows

			Three Months Ended						Six Months Ended
			June 30						June 30
(US dollars in thousands - unaudited)	Note		2013			2012			2013			2012
Operating activities
Net earnings		$	71,117		$	141,414		$	204,538		$	288,595
Adjustments for
Depreciation and depletion			41,417			21,651			65,808			38,917
Amortization of credit facility origination fees:
Interest expense			278			-			424			-
Stand-by fees			423			-			1,428			-
Credit facility origination fees re Bridge Facility			4,490			-			4,490			-
Interest expense			2,247			-			2,781			-
Equity settled stock based compensation			2,375			1,669			3,845			3,328
Performance share units	13.1		(95	)		205			119			382
Deferred income tax expense	16		1,631			2,498			5,870			5,566
Loss (gain) on fair value adjustment of share               purchase warrants held	8		1,364			277			2,694			(398	)
Investment income recognized in net earnings			(63	)		(350	)		(294	)		(669	)
Other			67			68			65			(24	)
Change in non-cash working capital	15		2,727			5,151			1,617			395
Cash generated from operations		$	127,978		$	172,583		$	293,385		$	336,092
Interest paid - expensed			(2,727	)		-			(2,727	)		-
Interest received			7			333			212			635
Cash generated from operating activities		$	125,258		$	172,916		$	290,870		$	336,727
Financing activities
Bank debt repaid	10	$	(1,530,000	)	$	(7,140	)	$	(1,580,060	)	$	(14,280	)
Bank debt drawn	10		1,585,000			-			2,675,000			-
Credit facility origination fees			(2,433	)		-			(13,951	)		-
Share purchase warrants exercised			7			-			2,982			10
Share purchase options exercised			4,909			3,164			5,951			4,088
Dividends paid	11.2		(92,219	)		(63,658	)		(92,219	)		(63,658	)
Cash generated from (applied to) financing activities		$	(34,736	)	$	(67,634	)	$	997,703		$	(73,840	)
Investing activities
Silver and gold interests		$	(124,855	)	$	-		$	(2,025,475	)	$	(180	)
Interest paid - capitalized to silver interests			(4,707	)		(194	)		(4,845	)		(409	)
Acquisition of long-term investments	8		-			(395	)		-			(395	)
Dividend income received			56			17			113			34
Other			(156	)		(42	)		(175	)		(62	)
Cash applied to investing activities		$	(129,662	)	$	(614	)	$	(2,030,382	)	$	(1,012	)
Effect of exchange rate changes on cash and cash equivalents		$	(138	)	$	(41	)	$	(150	)	$	40
(Decrease) increase in cash and cash equivalents		$	(39,278	)	$	104,627		$	(741,959	)	$	261,915
Cash and cash equivalents, beginning of period			75,535			997,489			778,216			840,201
Cash and cash equivalents, end of period	15	$	36,257		$	1,102,116		$	36,257		$	1,102,116

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

SILVER WHEATON 2013 SECOND QUARTER REPORT [37]

Condensed Interim Consolidated Statements of Shareholders’ Equity

				Reserves
													Long-Term
				Share			Share						Investment
				Purchase			Purchase			Restricted			Revaluation
		Issued		Warrants			Options			Share Units			Reserve			Total			Retained
(US dollars in thousands - unaudited)		Capital		Reserve			Reserve			Reserve			(Net of Tax)			Reserves			Earnings			Total
At January 1, 2012	$	1,793,772	$	7,457		$	12,314		$	2,510		$	3,141		$	25,422		$	835,023		$	2,654,217
Total comprehensive income
Net earnings	$	-	$	-		$	-		$	-		$	-		$	-		$	147,181		$	147,181
OCI 1		-		-			-			-			(9,196	)		(9,196	)		-			(9,196	)
Total comprehensive income (loss)	$	-	$	-		$	-		$	-		$	(9,196	)	$	(9,196	)	$	147,181		$	137,985
Fair value of SBC 1	$	-	$	-		$	1,405		$	254		$	-		$	1,659		$	-		$	1,659
Options 1 exercised		1,222		-			(298	)		-			-			(298	)		-			924
RSUs 1 released		946		-			-			(946	)		-			(946	)		-			-
Warrants 1 exercised		11		(1	)		-			-			-			(1	)		-			10
Dividends (Note 11.2)		-		-			-			-			-			-			(31,829	)		(31,829	)
At March 31, 2012	$	1,795,951	$	7,456		$	13,421		$	1,818		$	(6,055	)	$	16,640		$	950,375		$	2,762,966
Total comprehensive income
Net earnings	$	-	$	-		$	-		$	-		$	-		$	-		$	141,414		$	141,414
OCI 1		-		-			-			-			(32,706	)		(32,706	)	$	-			(32,706	)
Total comprehensive income (loss)	$	-	$	-		$	-		$	-		$	(32,706	)	$	(32,706	)		141,414		$	108,708
Fair value of SBC 1	$	-	$	-		$	1,107		$	562		$	-		$	1,669		$	-		$	1,669
Options 1 exercised		4,190		-			(1,026	)		-			-			(1,026	)		-			3,164
RSUs 1 released		197		-			-			(197	)		-			(197	)		-			-
Dividends (Note 11.2)		-		-			-			-			-			-			(31,829	)		(31,829	)
At June 30, 2012	$	1,800,338	$	7,456		$	13,502		$	2,183		$	(38,761	)	$	(15,620	)	$	1,059,960		$	2,844,678
Total comprehensive income
Net earnings	$	-	$	-		$	-		$	-		$	-		$	-		$	297,441		$	297,441
OCI 1		-		-			-			-			13,247			13,247			-			13,247
Total comprehensive income (loss)	$	-	$	-		$	-		$	-		$	13,247		$	13,247		$	297,441		$	310,688
Fair value of SBC 1	$	-	$	-		$	2,679		$	413		$	-		$	3,092		$	-		$	3,092
Options 1 exercised		9,073		-			(2,131	)		-			-			(2,131	)		-			6,942
RSUs 1 released		43		-			-			(43	)		-			(43	)		-			-
Warrants 1 exercised		2,123		(255	)		-			-			-			(255	)		-			1,868
Dividends		-		-			-			-			-			-			(60,194	)		(60,194	)
At December 31, 2012	$	1,811,577	$	7,201		$	14,050		$	2,553		$	(25,514	)	$	(1,710	)	$	1,297,207		$	3,107,074
Total comprehensive income
Net earnings	$	-	$	-		$	-		$	-		$	-		$	-		$	133,421		$	133,421
OCI 1		-		-			-			-			(24,125	)		(24,125	)		-			(24,125	)
Total comprehensive income	$	-	$	-		$	-		$	-		$	(24,125	)	$	(24,125	)	$	133,421		$	109,296
Fair value of SBC 1	$	-	$	-		$	1,276		$	194		$	-		$	1,470		$	-		$	1,470
Options 1 exercised		1,362		-			(320	)		-			-			(320	)		-			1,042
RSUs 1 released		655		-			-			(655	)		-			(655	)		-			-
Warrants 1 exercised		3,381		(406	)		-			-			-			(406	)		-			2,975
Warrants 1 issued		-		53,572			-			-			-			53,572			-			53,572
Dividends (Note 11.2)		-		-			-			-			-			-			(49,646	)		(49,646	)
At March 31, 2013	$	1,816,975	$	60,367		$	15,006		$	2,092		$	(49,639	)	$	27,826		$	1,380,982		$	3,225,783
Total comprehensive income
Net earnings	$	-	$	-		$	-		$	-		$	-		$	-		$	71,117		$	71,117
OCI 1		-		-			-			-			(44,465	)		(44,465	)		-			(44,465	)
Total comprehensive income	$	-	$	-		$	-		$	-		$	(44,465	)	$	(44,465	) $		71,117		$	26,652
Fair value of SBC 1	$	-	$	-		$	2,132		$	243		$	-		$	2,375 $			-		$	2,375
Options 1 exercised		6,501		-			(1,592	)		-			-			(1,592	)		-			4,909
Warrants 1 exercised		8		(1	)		-			-			-			(1	)		-			7
Dividends (Note 11.2)		-		-			-			-			-			-			(42,573	)		(42,573	)
At June 30, 2013	$	1,823,484	$	60,366		$	15,546		$	2,335		$	(94,104	)	$	(15,857	)	$	1,409,526		$	3,217,153

1) Definitions as follows: “OCI” = Other Comprehensive Income (Loss); “SBC” = Equity Settled Stock Based Compensation; “Options” = Share Purchase Options; “RSUs” = Restricted Share Units; “Warrants” = Share Purchase Warrants.

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

SILVER WHEATON 2013 SECOND QUARTER REPORT [38]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

1.      Description of Business and Nature of Operations

Silver Wheaton Corp. (“Silver Wheaton” or the “Company”) is a mining company which generates its revenue primarily from the sale of silver and gold. The Company is incorporated and domiciled in Canada, and its registered office is at Suite 3150 – 666 Burrard Street, Vancouver, British Columbia, V6C 2X8. The Company trades on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) under the symbol SLW. In addition, the Company has share purchase warrants that trade on the TSX under the symbol SLW.WT.U.

The Company has entered into 20 long-term purchase agreements associated with silver and/or gold (“precious metal purchase agreements”), relating to 23 different mining assets, whereby Silver Wheaton acquires silver and gold production from the counterparties for a per ounce cash payment which is fixed by contract, generally at or below the prevailing market price. During the three months ended June 30, 2013, the per ounce price paid by the Company for silver and gold under the agreements averaged $4.14 and $391, respectively. The primary drivers of the Company’s financial results are the volume of silver and gold production at the various mines and the price of silver and gold realized by Silver Wheaton upon sale.

The consolidated financial statements of the Company for the three and six months ended June 30, 2013 were authorized for issue in accordance with a resolution of the Board of Directors dated August 14, 2013.

2.      Significant Accounting Policies

2.1.      Basis of Presentation

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments which have been measured at fair value as at the relevant balance sheet date. The consolidated financial statements are presented in United States (“US”) dollars, which is the Company’s functional currency, and all values are rounded to the nearest thousand US dollars (US$ 000’s) unless otherwise noted. References to “Cdn$” refer to Canadian dollars.

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies applied in these unaudited condensed interim consolidated financial statements are based on International Financial Reporting Standards (“IFRS”) as issued by the IASB and have been prepared using the same accounting policies and methods of application as disclosed in Note 2 to the audited consolidated financial statements for the year ended December 31, 2012 and were consistently applied to all the periods presented unless otherwise stated below. These unaudited condensed interim consolidated financial statements do not include all the information and note disclosures required by IFRS for annual consolidated financial statements and therefore should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2012.

The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present fairly the financial position at June 30, 2013 and the results of operations and cash flows for all periods presented have been made. The interim results are not necessarily indicative of results for a full year.

2.2. Changes in Accounting Policies

Accounting Policies Implemented Effective January 1, 2013

IAS 1 - Presentation of Financial Statements (amended 2011)

In June 2011, the IASB issued amendments to IAS 1 - Presentation of Financial Statements (“IAS 1”) that require an entity to group items presented in the statement of other comprehensive income on the basis of whether they may be reclassified to profit or loss subsequent to initial recognition. For those items presented before tax, the amendments to IAS 1 also require that the tax related to the two separate groups be presented separately. The adoption of this amended standard did not result in a material impact on the Company’s consolidated financial statements.

SILVER WHEATON 2013 SECOND QUARTER REPORT [39]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

IFRS 10 - Consolidated Financial Statements (“IFRS 10”)

In May 2011, the IASB issued IFRS 10 - Consolidated Financial Statements to replace IAS 27 - Consolidated and Separate Financial Statements and SIC 12 - Consolidation – Special Purpose Entities. The new consolidation standard changes the definition of control so that the same criteria apply to all entities, both operating and special purpose entities, to determine control. The revised definition focuses on the need to have both power over the investee to direct relevant activities and exposure to variable returns before control is present. The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

IFRS 11 - Joint Arrangements (“IFRS 11”)

In May 2011, the IASB issued IFRS 11 - Joint Arrangements to replace IAS 31 - Interests in Joint Ventures. The new standard defines two types of arrangements: Joint Operations and Joint Ventures. Focus is on the rights and obligations of the parties to the joint arrangement, thereby requiring parties to recognize the individual assets and liabilities to which they have rights or for which they are responsible, even if the joint arrangement operates in a separate legal entity. The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

IFRS 12 - Disclosure of Interests in Other Entities (“IFRS 12”)

In May 2011, the IASB issued IFRS 12 - Disclosure of Interests in Other Entities to create a comprehensive disclosure standard to address the requirements for subsidiaries, joint arrangements and associates and the reporting entity’s involvement with other entities. It also includes the requirements for unconsolidated structured entities (i.e. special purpose entities). The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

IFRS 13 - Fair Value Measurement

In May 2011, the IASB issued IFRS 13 - Fair Value Measurement as a single source of guidance for all fair value measurements required by IFRS to reduce the complexity and improve consistency across its application. The standard provides a definition of fair value and guidance on how to measure fair value as well as a requirement for enhanced disclosures. The adoption of this new standard did not result in a material impact on the Company’s consolidated financial statements.

2.3.      Future Changes in Accounting Policies

The IASB has issued the following new or amended standards:

Standards required to be applied for periods beginning on or after January 1, 2014:

     •      IAS 32 – Financial Instruments: Presentation (amended 2011)

Standards required to be applied for periods beginning on or after January 1, 2015:

     •      IFRS 9 (2010) – Financial Instruments (amended 2010)

The Company adopted IFRS 9 (2009) – Financial Instruments effective January 1, 2010. Early adoption of the above standards is permitted.

Based upon its current facts and circumstances, the Company does not expect to be materially affected by the application of these new standards.

SILVER WHEATON 2013 SECOND QUARTER REPORT [40]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

3.      Key Sources of Estimation Uncertainty and Critical Accounting Judgments

The preparation of the Company’s condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Information about significant areas of estimation uncertainty and judgments made by management in preparing the consolidated financial statements are described below.

Key Sources of Estimation Uncertainty

3.1. Attributable Reserve and Resource Estimates

Silver and gold interests are significant assets of the Company, with a carrying value of $4.3 billion at June 30, 2013. This amount represents the capitalized expenditures related to the acquisition of the silver and gold interests, net of accumulated depletion. The Company estimates the reserves and resources relating to each agreement. Reserves are estimates of the amount of silver or gold that can be economically and legally extracted from the mining properties at which the Company has precious metal purchase agreements, adjusted where applicable to reflect the Company’s percentage entitlement to silver and gold produced from such mines. The Company estimates its reserves and resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth and shape of the ore body, and require complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the reserve or resource estimates may impact upon the carrying value of the Company’s silver and gold interests and depletion charges.

3.2. Depletion

The Company’s silver and gold interests are separately allocated to reserves, resources and exploration potential. The value allocated to reserves is classified as depletable and is depleted on a unit-of-sale basis over the estimated recoverable proven and probable reserves at the mine corresponding to the specific agreement. To make this allocation, the Company estimates the recoverable reserves, resources and exploration potential at each mining operation. These calculations require the use of estimates and assumptions, including the amount of contained silver and gold, recovery rates and payable rates. Changes to these assumptions may impact the estimated recoverable reserves, resources or exploration potential which could directly impact the depletion rates used. Changes to depletion rates are accounted for prospectively.

3.3.      Impairment of Assets

Management considers each precious metal purchase agreement to be a separate cash generating unit, which is the lowest level for which cash inflows are largely independent of those of other assets. At the end of each reporting period, the Company assesses each precious metal purchase agreement to determine whether any indication of impairment exists. If such an indication exists, the recoverable amount of the precious metal purchase agreement is estimated in order to determine the extent of the impairment (if any). The recoverable amount of each precious metal purchase agreement is the higher of fair value less costs to sell (“Fair Value Approach”) and value in use (“Value-In-Use Approach”).

Under the Fair Value Approach, the net asset value (“NAV”) methodology is used to determine the fair value that could be received from each precious metal purchase agreement in an arm’s length transaction at the measurement date. NAV is estimated by using an appropriate discount rate to calculate the present value of expected future cash flows associated with each mineral category. The values are adjusted for each mineral category dependent on the likelihood of conversion from resources to reserves. A market multiple is applied to the NAV computed in order to assess the estimated fair value. Silver and precious metals companies typically trade at a market capitalization that is based on a multiple of their underlying NAV. Consequently, a market participant would generally apply a NAV multiple when estimating the fair value of a silver and gold interest.

SILVER WHEATON 2013 SECOND QUARTER REPORT [41]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Under the Fair Value Approach, the net asset value (“NAV”) methodology is used to determine the fair value that could be received from each precious metal purchase agreement in an arm’s length transaction at the measurement date. NAV is estimated by using an appropriate discount rate to calculate the present value of expected future cash flows associated with each mineral category. The values are adjusted for each mineral category dependent on the likelihood of conversion from resources to reserves. A market multiple is applied to the NAV computed in order to assess the estimated fair value. Silver and precious metals companies typically trade at a market capitalization that is based on a multiple of their underlying NAV. Consequently, a market participant would generally apply a NAV multiple when estimating the fair value of a silver and gold interest.

Under the Value-In-Use Approach, the net present value (“NPV”) methodology is used. NPV is estimated by using a nominal discount rate to calculate the present value of expected future cash flows. The nominal discount rate is based on the Company’s weighted average cost of capital, adjusted for any differences assessed in the risk profile associated with the relevant precious metal purchase agreement relative to the risk profile associated with the overall portfolio of precious metal purchase agreements. The nominal discount rates used across the portfolio of precious metal purchase agreements range from 5% to 17%.

The expected future cash flows are management’s best estimates of expected future revenues and costs. Under each method, expected future revenues reflect the estimated future production for each mine at which the Company has a precious metal purchase agreement based on detailed life of mine plans received from each of the partners. Included in these forecasts is the production of mineral resources that do not currently qualify for inclusion in proven and probable ore reserves where there is a high degree of confidence in its economic extraction. This is consistent with the methodology that is used to measure value beyond proven and probable reserves when allocating the purchase price to acquired silver and gold interests. Expected future revenues also reflect management’s estimated long-term metal prices. Under the Value-In-Use Approach, nominal silver and gold prices of $20 and $1,350 are used for the current year, with a 2% inflationary factor thereafter. Estimated future cash costs are fixed based on the terms of each precious metal purchase agreement, as disclosed in Note 17.

If the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired and an impairment charge is reflected as a component of net earnings so as to reduce the carrying amount to its recoverable value. A previously recognized impairment charge is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment charge was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depletion, had no impairment charge been recognized for the asset in prior years. Such reversal is reflected as a component of net earnings.

During the three months ended June 30, 2013, the near-term prices of silver and gold declined significantly. This decline in prices is an indicator of impairment for the 777, Constancia, Sudbury and Salobo precious metal purchase agreements, all of which were acquired during 2012 and 2013 when the spot prices for silver and gold were above the current levels. Management has determined that the recoverable amounts of these contracts exceed their carrying values at June 30, 2013 and, therefore, no impairment is required to be recorded. Management will continue to monitor silver and gold prices in future periods in its evaluation of impairment of its mineral interest assets

The operators of mines associated with certain of the Company’s other precious metal purchase agreements have announced delays or suspensions at those mines. Management has determined that the recoverable amounts of these precious metals purchase agreements exceed their carrying values and, therefore, no impairment is required to be recorded. Management will continue to monitor the activities of the mines associated with its precious metal purchase agreements in its evaluation of impairment of its mineral interest assets.

3.4.      Valuation of Stock Based Compensation

The Company has various forms of stock based compensation, including share purchase options, restricted share units (“RSUs”) and performance share units (“PSUs”). The calculation of the fair value of share purchase options, RSUs and PSUs issued requires the use of estimates as more fully described in Notes 12.2, 12.3 and 13.1, respectively.

3.5.      Provisionally Priced Concentrate Sales

As discussed in Note 4, the Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes and adjusted to fair value through revenue each reporting period, until the date of final settlement. The calculation of the fair value of the embedded derivative requires the use of estimates and assumptions related to the future price of silver and/or gold.

SILVER WHEATON 2013 SECOND QUARTER REPORT [42]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

3.6.      Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time, including an audit by the Canada Revenue Agency of the Company’s international transactions covering the 2005 to 2010 taxation years. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. If the Company is unable to resolve any of these matters favorably, there may be a material adverse impact on the Company’s financial performance, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

Critical Accounting Judgments

3.7.      Functional Currency

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. As a result of the following factors, the Company has determined that the functional currency of each entity is the US dollar:

• The Company’s revenue is denominated in US dollars;

• The Company’s cash cost of sales is denominated in US dollars;

• The majority of the Company’s cash is held in US dollars; and

• The Company generally seeks to raise capital in US dollars.

Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

3.8.      Income Taxes

The interpretation of existing tax laws or regulations in Canada, the Cayman Islands, Luxembourg, Barbados, the Netherlands or any of the countries in which the mining operations are located or to which shipments of silver or gold are made requires the use of judgment. Differing interpretation of these laws or regulations could result in an increase in the Company’s taxes, or other governmental charges, duties or impositions. In assessing the probability of realizing deferred income tax assets, management makes estimates related to expectations of future taxable income and expected timing of reversals of existing temporary differences. Estimates of future taxable income are based on forecasted cash flows.

SILVER WHEATON 2013 SECOND QUARTER REPORT [43]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

4.      Revenue

		Three Months Ended				Six Months Ended
		June 30				June 30
(in thousands)		2013		2012		2013		2012
Sales
Silver bullion sales
Silver credit sales	$	94,224	$	157,257	$	237,006	$	308,534
Concentrate sales		24,661		40,437		59,777		82,322
	$	118,885	$	197,694	$	296,783	$	390,856
Gold bullion sales
Gold credit sales	$	43,540	$	-	$	60,244	$	-
Concentrate sales		4,465		3,714		15,624		10,190
	$	48,005	$	3,714	$	75,868	$	10,190
Total sales revenue	$	166,890	$	201,408	$	372,651	$	401,046

Silver and Gold Credit Sales

Under certain precious metal purchase agreements, silver and/or gold is acquired from the counterparty in the form of silver or gold credits, which is then sold through a network of third party brokers or dealers. Revenue from silver and gold credit sales is recognized at the time of the sale of such credits, which is also the date that title to the silver or gold passes to the third party dealer or broker. The Company will occasionally enter into forward contracts in relation to silver or gold deliveries that it is highly confident will occur within a given quarter. No forward contracts were outstanding at June 30, 2013 or June 30, 2012. The sales price is fixed at the delivery date based on either the terms of these short-term forward sales contracts or the spot price of silver or gold.

Concentrate Sales

Under certain precious metal purchase agreements, silver and/or gold is acquired from the counterparty in concentrate form, which is then sold under the terms of the concentrate sales contracts to third-party smelters or traders. Where the Company acquires silver or gold in concentrate form, final silver or gold prices are set on a specified future quotational period (the “Quotational Period”) pursuant to the concentrate sales contracts with third-party smelters, typically one to three months after the shipment date, based on market prices for silver or gold. Revenues and the associated cost of sales are recorded on a gross basis under these contracts at the time title passes to the buyer based on the forward price for the expected settlement period. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted silver and gold prices. Final settlement is based upon the average applicable price for the Quotational Period applied to the actual number of silver or gold ounces recovered calculated using confirmed smelter weights and settlement assays. Final settlement generally occurs from three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded on the balance sheet as a derivative asset in Accounts Receivable or as a derivative liability in Accounts Payable and Accrued Liabilities and is adjusted to fair value through revenue each period until the date of final settlement.

SILVER WHEATON 2013 SECOND QUARTER REPORT [44]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

5.      General and Administrative

			Three Months Ended					Six Months Ended
			June 30					June 30
(in thousands)	Note		2013			2012		2013		2012
Salaries and benefits
Salaries and benefits, excluding PSUs		$	2,993		$	2,019	$	5,896	$	4,231
PSUs	13.1		(95	)		205		119		382
Total salaries and benefits		$	2,898		$	2,224	$	6,015	$	4,613
Depreciation			55			60		105		120
Charitable donations			472			313		1,561		1,178
Professional fees			926			1,087		3,020		1,805
Other			2,150			2,001		4,222		3,874
Cash settled general and administrative		$	6,501		$	5,685	$	14,923	$	11,590
Equity settled stock based compensation (a non- cash expense)			2,375			1,669		3,845		3,328
Total general and administrative		$	8,876		$	7,354	$	18,768	$	14,918

6.      Other Expense (Income)

			Three Months Ended						Six Months Ended
			June 30						June 30
(in thousands)	Note		2013			2012			2013			2012
Dividend income		$	(56	)	$	(17	)	$	(113	)	$	(34	)
Interest income			(7	)		(364	)		(181	)		(640	)
Stand-by fees			1,108			212			2,804			469
Loss (gain) on long-term investments - share purchase warrants held	8		1,364			277			2,694			(398	)
Credit facility origination fees re Bridge Facility	10		4,490			-			4,490			-
Other			27			36			77			97
Total other expense (income)		$	6,926		$	144		$	9,771		$	(506	)

Credit facility origination fees re Bridge Facility

As further explained in Note 10, on February 28, 2013, the Company entered into two new unsecured credit facilities, comprised of (i) a $1 billion revolving credit facility having a 5 year term; and (ii) a $1.5 billion bridge financing facility having a 1 year term (the “Bridge Facility”). The Company paid upfront costs of $11.7 million in connection with these new facilities which have been recorded under Other assets and which are being amortized over the life of the respective credit facilities. On May 28, 2013, the Bridge Facility was terminated, with the remaining unamortized upfront costs of $4.5 million associated with this credit facility being fully expensed on that date.

SILVER WHEATON 2013 SECOND QUARTER REPORT [45]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

7.      Accounts Receivable

		June 30		December 31
(in thousands)		2013		2012
Trade receivables from provisional concentrate sales, net of fair value adjustment	$	2,499	$	5,909
Other receivables		364		288
Total accounts receivable	$	2,863	$	6,197

Trade Receivables from Provisional Concentrate Sales, Net of Fair Value Adjustment

As discussed in Note 4, under certain precious metal purchase agreements, silver and/or gold is acquired from the counterparty in concentrate form, which is then sold under the terms of concentrate sales contracts to third-party smelters or traders. Where the Company acquires silver or gold in concentrate form, final silver or gold prices are set on a specified future Quotational Period pursuant to the concentrate sales contracts with third-party smelters, typically one to three months after the shipment date, based on market prices for silver or gold. The contracts, in general, provide for a provisional payment of 90% of the estimated value of the silver and/or gold sold under the concentrate sales contract based upon provisional assays and quoted silver and gold prices, with the 10% holdback being payable upon final settlement, which is based upon the average applicable price for the Quotational Period applied to the actual number of silver or gold ounces recovered calculated using confirmed smelter weights and settlement assays. This 10% holdback is reflected as a component of Accounts Receivable in the Company’s condensed interim consolidated balance sheet. Final settlement generally occurs from three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded on the balance sheet as a derivative asset in Accounts Receivable or as a derivative liability in Accounts Payable and Accrued Liabilities and is adjusted to fair value through revenue each period until the date of final settlement.

At June 30, 2013, the Company had outstanding provisionally priced sales of $3.5 million (December 31, 2012 - $12.7 million) where the quotational period pricing was estimated based on the forward price for silver. These sales consisted of 0.2 million ounces of silver (December 31, 2012 - 0.4 million ounces of silver) which had a fair value loss adjustment of approximately $0.2 million (December 31, 2012 - $1.1 million) associated with the embedded derivative. For each one cent per ounce increase or decrease in the realized silver price, revenue would increase or decrease by approximately $1,700 (December 31, 2012 - $3,800).

8.      Long-Term Investments

		June 30		December 31
(in thousands)		2013		2012
Common shares held	$	48,309	$	118,683
Warrants held		-		2,694
	$	48,309	$	121,377

SILVER WHEATON 2013 SECOND QUARTER REPORT [46]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Common Shares Held

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2013		Jun 30, 2013			Jun 30, 2013			Dec 31, 2012
				Fair Value Adjustment Losses
(in thousands)		Fair Value		Included in OCI						Fair Value
Bear Creek	$	21,451	$	(14,988	)	$	(22,679	)	$	44,130
Revett		3,520		(8,243	)		(11,304	)		14,824
Sabina		10,908		(10,865	)		(20,256	)		31,164
Other		12,430		(10,894	)		(16,135	)		28,565
	$	48,309	$	(44,990	)	$	(70,374	)	$	118,683

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2012		Jun 30, 2012			Jun 30, 2012
				Fair Value Adjustment
(in thousands)		Fair Value		Losses Included in OCI
Bear Creek	$	37,095	$	(10,301	)	$	(9,076	)
Revett		17,325		(4,595	)		(7,246	)
Sabina		22,846		(9,826	)		(21,331	)
Other		27,445		(9,677	)		(7,453	)
	$	104,711	$	(34,399	)	$	(45,106	)

SILVER WHEATON 2013 SECOND QUARTER REPORT [47]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Warrants Held

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2013		Jun 30, 2013			Jun 30, 2013			Dec 31, 2012
				Fair Value Adjustment Losses
(in thousands)		Fair Value		Included in Net Earnings						Fair Value
Warrants held	$	-	$	$ (1,364	)	$	2,694	)	$	2,694

				Three Months			Six Months
				Ended			Ended
		Jun 30, 2012		Jun 30, 2012			Jun 30, 2012
				Fair Value Adjustment Gains
				(Losses) Included
(in thousands)		Fair Value		in Net Earnings
Warrants held	$	2,596	$	(277	)	$	398

The Company’s long-term investments in common shares (“LTI’s”) are held for long-term strategic purposes and not for trading purposes. As such, the Company has elected to reflect any fair value adjustments as a component of other comprehensive income (“OCI”).

While long-term investments in warrants are also held for long-term strategic purposes, they meet the definition of a derivative and therefore are classified as financial assets with fair value adjustments being recorded as a component of net earnings under the classification Other Expense (Income). Warrants that do not have a quoted market price have been valued using a Black-Scholes option pricing model.

By holding these long-term investments, the Company is inherently exposed to various risk factors including currency risk, market price risk and liquidity risk.

During the three months ended June 30, 2013, the value of the Company’s LTI’s decreased by $45.0 million (six months - $70.4 million). As a result of this decrease, the deferred tax liability attributable to the LTI’s was reduced and during the three months ended June 30, 2013, the Company recorded a deferred income tax recovery in OCI of $0.5 million (six months - $1.8 million). The reduction in the deferred tax liability attributable to the LTI’s resulted in the reversal of previously recognized deferred income tax assets which increased the deferred income tax expense reflected in net earnings.

SILVER WHEATON 2013 SECOND QUARTER REPORT [48]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

9.      Silver and Gold Interests

		June 30, 2013
		Cost						Accumulated Depletion									Carrying
		Balance				Balance		Balance						Balance			Amount
(in thousands)		Jan 1, 2013		Additions		Jun 30, 2013		Jan 1, 2013			Depletion			Jun 30, 2013			Jun 30, 2013
Silver interests
San Dimas	$	190,331	$	-	$	190,331	$	(27,395	)	$	(2,482	)	$	(29,877	)	$	160,454
Yauliyacu		285,292		-		285,292		(69,997	)		(4,070	)		(74,067	)		211,225
Peñasquito		524,626		-		524,626		(37,354	)		(6,684	)		(44,038	)		480,588
Barrick 1		631,223		5,061		636,284		(33,487	)		(3,766	)		(37,253	)		599,031
Other 2		563,114		125,576		688,690		(108,437	)		(15,611	)		(124,048	)		564,642
	$	2,194,586	$	130,637	$	2,325,223	$	(276,670	)	$	(32,613	)	$	(309,283	)	$	2,015,940
Gold interests
Minto	$	47,774	$	-	$	47,774	$	(17,188	)	$	(1,536	)	$	(18,724	)	$	29,050
777		354,454		5		354,459		(21,722	)		(26,370	)		(48,092	)		306,367
Sudbury		-		623,866		623,866		-			(3,560	)		(3,560	)		620,306
Salobo		-		1,330,341		1,330,341		-			(1,624	)		(1,624	)		1,328,717
	$	402,228	$	1,954,212	$	2,356,440	$	(38,910	)	$	(33,090	)	$	(72,000	)	$	2,284,440
	$	2,596,814	$	2,084,849	$	4,681,663	$	(315,580	)	$	(65,703	)	$	(381,283	)	$	4,300,380

1)	Comprised of the Pascua-Lama, Lagunas Norte, Pierina and Veladero silver interests.
2)	Comprised of the Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, 777, Aljustrel, Loma de La Plata and Constancia silver interests and the Rosemont silver and gold interest.

SILVER WHEATON 2013 SECOND QUARTER REPORT [49]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

		December 31, 2012
				Cost				Accumulated Depletion									Carrying
		Balance				Balance		Balance						Balance			Amount
(in thousands)		Jan 1, 2012		Additions		Dec 31, 2012		Jan 1, 2012			Depletion			Dec 31, 2012			Dec 31, 2012
Silver interests
San Dimas	$	190,331	$	-	$	190,331	$	(22,804	)	$	(4,591	)	$	(27,395	)	$	162,936
Yauliyacu		285,292		-		285,292		(55,280	)		(14,717	)		(69,997	)		215,295
Peñasquito		524,626		-		524,626		(19,653	)		(17,701	)		(37,354	)		487,272
Barrick 1		623,809		7,414		631,223		(22,724	)		(10,763	)		(33,487	)		597,736
Other 2		414,245		148,869		563,114		(79,775	)		(28,662	)		(108,437	)		454,677
	$	2,038,303	$	156,283	$	2,194,586	$	(200,236	)	$	(76,434	)	$	(276,670	)	$	1,917,916
Gold interests
Minto	$	47,774	$	-	$	47,774	$	(14,115	)	$	(3,073	)	$	(17,188	)	$	30,586
777		-		354,454		354,454		-			(21,722	)		(21,722	)		332,732
	$	47,774	$	354,454	$	402,228	$	(14,115	)	$	(24,795	)	$	(38,910	)	$	363,318
	$	2,086,077	$	510,737	$	2,596,814	$	(214,351	)	$	(101,229	)	$	(315,580	)	$	2,281,234

1)	Comprised of the Pascua-Lama, Lagunas Norte, Pierina and Veladero silver interests.
2)	Comprised of the Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, Aljustrel and Loma de La Plata silver interests and the Rosemont silver and gold interest.

SILVER WHEATON 2013 SECOND QUARTER REPORT [50]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

The value allocated to reserves is classified as depletable upon a mining operation achieving commercial production and is depleted on a unit-of-sale basis over the estimated recoverable proven and probable reserves at the mine. The value associated with resources and exploration potential is allocated at acquisition and is classified as non-depletable until such time as it is transferred to the depletable category, generally as a result of the conversion of resources or exploration potential into reserves.

		June 30, 2013						December 31, 2012
				Non-						Non-
(in thousands)		Depletable		Depletable		Total		Depletable		Depletable		Total
Silver interests
San Dimas	$	29,804	$	130,650	$	160,454	$	22,127	$	140,809	$	162,936
Yauliyacu		49,177		162,048		211,225		24,722		190,573		215,295
Peñasquito		373,461		107,127		480,588		380,145		107,127		487,272
Barrick 1, 2		13,150		585,881		599,031		13,422		584,314		597,736
Other 3		224,923		339,719		564,642		222,928		231,749		454,677
	$	690,515	$	1,325,425	$	2,015,940	$	663,344	$	1,254,572	$	1,917,916
Gold interests
Minto	$	21,392	$	7,658	$	29,050	$	22,281	$	8,305	$	30,586
777		258,266		48,101		306,367		281,344		51,388		332,732
Sudbury		432,365		187,941		620,306		-		-		-
Salobo		978,090		350,627		1,328,717		-		-		-
	$	1,690,113	$	594,327	$	2,284,440	$	303,625	$	59,693	$	363,318
	$	2,380,628	$	1,919,752	$	4,300,380	$	966,969	$	1,314,265	$	2,281,234

1)	Comprised of the Pascua-Lama, Lagunas Norte, Pierina and Veladero silver interests.
2)	The amount reflected as depletable is based on the value of the reserves relating to the Lagunas Norte, Pierina and Veladero silver interests.
3)	Comprised of the Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, 777, Aljustrel, Loma de La Plata and Constancia silver interests and the Rosemont silver and gold interest.

Salobo

On February 28, 2013, the Company entered into an agreement to acquire from Vale S.A. ("Vale") an amount of gold equal to 25% of the life of mine gold production from its currently producing Salobo mine, located in Brazil. Silver Wheaton made a total upfront cash payment of $1.33 billion on March 12, 2013 and, in addition, will make ongoing payments of the lesser of $400 per ounce of gold (subject to an inflationary adjustment of 1% beginning in the fourth year) or the prevailing market price per ounce of gold delivered.

Vale is in the process of expanding the mill throughput at the Salobo mine to 24 million tonnes per annum (“Mtpa”) from its current 12 Mtpa. If the expansion to 24 Mtpa is not completed by December 31, 2016, Silver Wheaton would be entitled to a gross up (a temporary increased percentage of gold production) based on the pro-rata achievement of the target production. If throughput capacity is expanded above 28 Mtpa within a predetermined period, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $67 million if throughput capacity is expanded to 28 Mtpa by January 1, 2031 up to $400 million if throughput capacity is expanded to 40 Mtpa prior to January 1, 2021.

SILVER WHEATON 2013 SECOND QUARTER REPORT [51]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

The cost of the gold interest acquired is comprised of the following:

(in thousands)
Cost:
Cash	$	1,330,000
Acquisition costs		341
	$	1,330,341

Sudbury

On February 28, 2013, the Company entered into an agreement to acquire from Vale an amount of gold equal to 70% of the gold production from certain of its currently producing Sudbury mines located in Canada, including the Coleman mine, Copper Cliff mine, Garson mine, Stobie mine, Creighton mine, Totten mine and the Victor project for a period of 20 years. Silver Wheaton made a total upfront cash payment on March 12, 2013 of $570 million plus warrants to purchase 10 million shares of Silver Wheaton common stock at a strike price of $65 per warrant, with a term of 10 years (Note 12.1) . In addition, Silver Wheaton will make ongoing payments of the lesser of $400 per ounce of gold or the prevailing market price per ounce of gold delivered.

The cost of the gold interest acquired is comprised of the following:

(in thousands)
Cost:
Cash	$	570,000
Warrants issued ¹		53,572
Acquisition costs		294
	$	623,866

1) The warrants issued have been valued using a Black-Scholes option pricing model with the following assumptions: (i) expected life – 10 years; (ii) expected annual volatility – 30%; (iii) risk free interest rate -1.91%; and (iv) expected dividend yield – 1.2%.

10.    Bank Debt

On February 28, 2013, the Company entered into two new unsecured credit facilities, comprised of (i) a $1 billion revolving credit facility having a 5 year term (the “Revolving Facility”); and (ii) a $1.5 billion bridge financing facility having a 1 year term (the “Bridge Facility”). The Revolving Facility and Bridge Facility replaced the $400 million revolving term loan and the $200 million non-revolving term loan (the “Term Loan”), with the Company repaying the $50.1 million outstanding balance on the Term Loan during the three months ended March 31, 2013. The Company paid upfront costs of $11.7 million in connection with these new facilities which have been recorded as an asset under the classification Other and will be expensed over the life of the respective credit facility.

On March 11, 2013, the Company made a drawdown on the Bridge Facility of $1.09 billion to partially fund the upfront cash payment on the acquisition of the Sudbury and Salobo gold interests (Note 9). On April 8, 2013, the Company elected to reduce the amount available under the Bridge Facility to the then outstanding balance of $1.09 billion. On April 29, 2013, the Company made a drawdown of $500 million under the Revolving Facility, using the proceeds to partially repay the amounts outstanding under the Bridge Facility, with a further repayment of $30 million being made under the Bridge Facility on May 10, 2013.

On May 28, 2013, the Company entered into a $1 billion non-revolving term loan ("NRT Loan") with a 3-year term, extendable by 1 year with the unanimous consent of lenders. The $1 billion proceeds were used to repay the remaining outstanding balance of $560 million under the Bridge Facility and $440 million of the balance outstanding under the Revolving Facility. The Bridge Facility was terminated following the repayment of the outstanding balance.

SILVER WHEATON 2013 SECOND QUARTER REPORT [52]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

The NRT Loan has been presented net of transaction costs in the amount of $2.3 million, which will be amortized as a component of interest over the life of the facility.

The Revolving Facility can be drawn down at any time to finance acquisitions, investments or for general corporate purposes.

Amounts drawn under the Bridge Facility incurred interest at LIBOR plus 1.70% . A funding fee of 0.25% was applicable to any amounts outstanding under the Bridge Facility at April 30, 2013.

At the Company’s option, amounts drawn under the Revolving Facility and the NRT Loan incur interest based on the Company’s leverage ratio at either (i) LIBOR plus 1.20% to 2.20% or; (ii) the Bank of Nova Scotia’s Base Rate plus 0.20% to 1.20% . Undrawn amounts under both facilities are subject to a stand-by fee of 0.24% to 0.44% per annum, dependent on the Company’s leverage ratio.

Under the new credit facilities, the Company is required to maintain a leverage ratio less than or equal to 3.5:1 (4.5:1 during the six month period following any acquisition greater than $400 million) and a tangible net worth greater than 80% of the tangible net worth at September 30, 2012 plus 50% of the positive net earnings for each fiscal quarter thereafter.

The Company is in compliance with the debt covenants described above.

		June 30, 2013
		Term		NRT			Revolving		Bridge
(in thousands)		Loan		Loan			Facility		Facility		Total
Current portion	$	-	$	-		$	-	$	-	$	-
Long-term portion		-		1,000,000			145,000		-		1,145,000
Gross bank debt outstanding	$	-	$	1,000,000		$	145,000	$	-	$	1,145,000
Less: unamortized debt issue costs¹		-		(2,198	)		-		-		(2,198	)
Net bank debt outstanding	$	-	$	997,802		$	145,000	$	-	$	1,142,802
Three months:
Interest capitalized during the period	$	-	$	972		$	41	$	3,637	$	4,650
Interest expensed during the period		-		603			884		1,0381		2,525
Total interest incurred during the period	$	-	$	1,5752		$	9253	$	4,6754	$	7,175
Effective interest rate		0.00%		1.72%			1.96%		3.49%		2.63%
Six months:
Interest capitalized during the period	$	75	$	972		$	41	$	4,425	$	5,513
Interest expensed during the period		-		603			884		1,7182		3,205
Total interest incurred during the period	$	75	$	1,5752		$	9253	$	6,1434	$	8,718
Effective interest rate		1.11%		1.72%			1.96%		3.16%		2.56%

1)	In addition to the $2.2 million unamortized debt issue costs associated with the NRT Loan, there is $4.7 million unamortized debt issue costs associated with the Revolving Facility which have been recorded as an asset under the classification Other.
2)	Interest costs incurred under the NRT Loan during the three and six months ended June 30, 2013 includes the amortization of debt issue costs in the amount of $68,000.
3)	Interest costs incurred under the Revolving Facility during the three and six months ended June 30, 2013 includes the amortization of debt issue costs in the amount of $47,000.
4)	Interest costs incurred under the Bridge Facility during the three and six months ended June 30, 2013 includes the amortization of debt issue costs in the amount of $658,000 and $973,000, respectively, in addition to a funding fee of $1.5 million, with the latter representing 0.25% of the outstanding amount under the Bridge Facility at April 30, 2013.

SILVER WHEATON 2013 SECOND QUARTER REPORT [53]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

		December 31, 2012
(in thousands)		Term Loan		Revolving Loan		Total
Current portion	$	28,560	$	-	$	28,560
Long-term portion		21,500		-		21,500
	$	50,060	$	-	$	50,060
Three months:
Interest capitalized during period	$	187	$	-	$	187
Effective interest rate		1.12%		n/a		1.12%
Six months:
Interest capitalized during period	$	399	$	-	$	399
Effective interest rate		1.13%		n/a		1.13%

The Company’s bank debt is classified as a financial liability and reported at amortized cost using the effective interest method.

The required principal payments under the NRT Loan and the Revolving Facility over the remaining terms are as follows:

		NRT Loan		Revolving Facility		Total
Fiscal Year		(000's)		(000's)		(000's)
2013	$	-	$	-	$	-
2014		-		-		-
2015		-		-		-
2016		1,000,000		-		1,000,000
2017		-		-		-
2018		-		145,000		145,000
	$	1,000,000	$	145,000	$	1,145,000

SILVER WHEATON 2013 SECOND QUARTER REPORT [54]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

11.    Issued Capital

			June 30		December 31
(US dollars in thousands)	Note		2013		2012
Issued capital
Share capital issued and outstanding: 354,920,452 common shares             (December 31, 2012: 354,375,852 common shares)	11.1	$	1,823,484	$	1,811,577

11.1.    Shares Issued

The Company is authorized to issue an unlimited number of common shares having no par value and an unlimited number of preference shares issuable in series. As at June 30, 2013, the Company had no preference shares outstanding.

A continuity schedule of the Company’s issued and outstanding common shares from January 1, 2012 to June 30, 2013 is presented below:

	Number of	Weighted Average
	Shares	Price
At January 1, 2012	353,499,816
Share purchase options exercised	68,400	Cdn$13.49
Share purchase warrants exercised	497	US$20.00
Restricted share units released	51,207	$0.00
At March 31, 2012	353,619,920
Share purchase options exercised	244,833	Cdn$13.20
Restricted share units released	6,567	$0.00
At June 30, 2012	353,871,320
Share purchase options exercised	408,399	Cdn$16.64
Share purchase warrants exercised	93,400	US$20.00
Restricted share units released	2,733	$0.00
At December 31, 2012	354,375,852
Share purchase options exercised	67,250	Cdn$15.55
Share purchase warrants exercised	148,750	US$20.00
Restricted share units released	18,999	$0.00
At March 31, 2013	354,610,851
Share purchase options exercised	309,250	Cdn$16.16
Share purchase warrants exercised	351	US$20.00
At June 30, 2013	354,920,452

11.2.    Dividends Declared

During the three months ended June 30, 2013, the Company declared dividends to its shareholders in the amount of $0.12 per common share for total dividends of $42.6 million (six months - $0.26 per common share for total dividends of $92.2 million, all of which was paid during the three months ended June 30, 2013). For the comparable period in 2012, the Company declared and paid to its shareholders dividends in the amount of $0.09 per common share for total dividends of $31.8 million (six months - $0.18 per common share for total dividends of $63.7 million, all of which was paid during the three months ended June 30, 2012).

SILVER WHEATON 2013 SECOND QUARTER REPORT [55]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

12.    Reserves

			June 30			December 31
(in thousands)	Note		2013			2012
Reserves
Share purchase warrants	12.1	$	60,366		$	7,201
Share purchase options	12.2		15,546			14,050
Restricted share units	12.3		2,335			2,553
Long-term investment revaluation reserve, net of tax	12.4		(94,104	)		(25,514	)
Total reserves		$	(15,857	)	$	(1,710	)

12.1.    Share Purchase Warrants

A continuity schedule of the Company’s US dollar denominated share purchase warrants (“warrants”) from January 1, 2012 to June 30, 2013 is presented below:

						Share
			Weighted			Purchase
	Warrants		Average	Exchange		Warrants
	Outstanding		Exercise Price	Ratio		Reserve
At January 1, 2012	2,713,237		$20.00	1.00	$	7,457
Exercised	(497	)	20.00	1.00		(1	)
At March 31, 2012	2,712,740		$20.00	1.00	$	7,456
Exercised	(93,400	)	20.00	1.00		(255	)
At December 31, 2012	2,619,340		$20.00	1.00	$	7,201
Issued	10,000,000		65.00	1.00		53,572
Exercised	(148,750	)	20.00	1.00		(406	)
At March 31, 2013	12,470,590		$56.08	1.00	$	60,367
Exercised	(351	)	20.00	1.00		(1	)
At June 30, 2013	12,470,239		$56.09	1.00	$	60,366

The warrants with an exercise price of $20.00, which expire on September 5, 2013, trade on the TSX under the symbol SLW.WT.U.

In connection with the Company’s acquisition of the Sudbury gold purchase agreement (Note 9), during the three months ended March 31, 2013, the Company issued to Vale warrants to purchase 10 million shares of Silver Wheaton common stock at an exercise price of $65 per warrant, with a term of 10 years. The warrants were valued using a Black-Scholes option pricing model.

Each warrant entitles the holder the right to purchase one of the Company’s common shares.

12.2.    Share Purchase Options

The Company has established an equity settled share purchase option plan whereby the Company’s Board of Directors may, from time to time, grant options to employees or consultants. The maximum term of any share purchase option may be ten years, but generally options are granted for five years. The exercise price of an option is not less than the closing price on the TSX on the last trading day preceding the grant date. The vesting period of the options is determined at the discretion of the Company’s Board of Directors at the time the options are granted, but generally vest over a period of two years.

SILVER WHEATON 2013 SECOND QUARTER REPORT [56]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Each share purchase option converts into one ordinary share of Silver Wheaton on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options do not carry rights to dividends or voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry, subject to certain black-out periods.

The Company expenses the fair value of share purchase options that are expected to vest on a straight-line basis over the vesting period using the Black-Scholes option pricing model to estimate the fair value for each option at the date of grant. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions. The model requires the use of subjective assumptions, including expected stock price volatility; historical data has been considered in setting the assumptions. Expected volatility is determined by considering the trailing 30-month historic average share price volatility. The weighted average fair value of share purchase options granted and principal assumptions used in applying the Black-Scholes option pricing model are as follows:

	Three Months Ended		Six Months Ended
	June 30		June 30
	2013	2012	2013	2012
Black-Scholes weighted average assumptions
Grant date share price and exercise price	Cdn$23.80	Cdn$28.59	Cdn$31.39	Cdn$32.85
Expected dividend yield	1.60%	1.47%	1.12%	1.15%
Expected volatility	40%	45%	40%	45%
Risk-free interest rate	1.09%	1.07%	1.06%	1.24%
Expected option life, in years	2.5	2.5	2.5	2.5
Weighted average fair value per option granted	Cdn$5.53	Cdn$7.51	Cdn$7.52	Cdn$8.85

A continuity schedule of the Company’s share purchase options reserve from January 1, 2012 to June 30, 2013 is presented below:

		Share Purchase
(in thousands)		Options Reserve
At January 1, 2012	$	12,314
Amortization of fair value of share purchase options issued		1,405
Share purchase options exercised		(298	)
At March 31, 2012	$	13,421
Amortization of fair value of share purchase options issued		1,107
Share purchase options exercised		(1,026	)
At June 30, 2012	$	13,502
Amortization of fair value of share purchase options issued		2,679
Share purchase options exercised		(2,131	)
At December 31, 2012	$	14,050
Amortization of fair value of share purchase options issued		1,276
Share purchase options exercised		(320	)
At March 31, 2013	$	15,006
Amortization of fair value of share purchase options issued		2,132
Share purchase options exercised		(1,592	)
At June 30, 2013	$	15,546

SILVER WHEATON 2013 SECOND QUARTER REPORT [57]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

During the three months ended June 30, 2013, the Company issued 73,000 share purchase options with a weighted average exercise price of Cdn$23.80 and a fair value of $0.4 million or Cdn$5.53 per option (six months - 1,193,000 share purchase options with a weighted average exercise price of Cdn$31.39 per option and a fair value of $8.8 million, or Cdn$7.52 per option). For the comparable period in 2012, the Company issued 80,000 share purchase options with a weighted average exercise price of Cdn$28.59 and a fair value of $0.6 million or Cdn$7.51 per option (six months - 476,000 share purchase options with a weighted average exercise price of Cdn$32.85 per option and a fair value of $4.2 million, or Cdn$8.85 per option).

Equity settled stock based compensation expense during the three and six months ended June 30, 2013 included $2.1 million and $3.4 million, respectively, of amortization of the fair value of the share purchase options issued, compared to $1.1 million and $2.5 during the comparable periods in 2012.

At June 30, 2013, there were 3,140,395 share purchase options outstanding with a weighted average exercise price of Cdn$27.71 per option. For the comparable period in 2012, there were 2,691,394 share purchase options outstanding with a weighted average exercise price of Cdn$22.84 per option.

A continuity schedule of the Company’s outstanding share purchase options from January 1, 2012 to June 30, 2013 is presented below:

	Number of		Weighted Average
	Options		Exercise Price
	Outstanding		(Cdn$)
At January 1, 2012	2,561,127		$19.60
Granted (fair value - $3.6 million or Cdn$9.12 per option)	396,000		33.71
Exercised	(68,400	)	13.49
Forfeited	(24,000	)	37.88
At March 31, 2012	2,864,727		$21.89
Granted (fair value - $0.6 million or Cdn$7.51 per option)	80,000		28.59
Exercised	(244,833	)	13.20
Forfeited	(8,500	)	33.58
At June 30, 2012	2,691,394		$22.84
Granted (fair value - $0.9 million or Cdn$7.89 per option)	115,000		29.97
Exercised	(408,399	)	16.63
Forfeited	(66,300	)	35.27
At December 31, 2012	2,331,695		$23.91
Granted (fair value - $8.4 million or Cdn$7.65 per option)	1,120,000		31.88
Exercised	(67,250	)	15.55
Forfeited	(5,800	)	35.15
At March 31, 2013	3,378,645		$26.69
Granted (fair value - $0.4 million or Cdn$5.53 per option)	73,000		23.80
Exercised	(309,250	)	16.16
Forfeited	(2,000	)	37.88
At June 30, 2013	3,140,395		$27.71

As it relates to share purchase options, during the three months ended June 30, 2013, the weighted average share price at the time of exercise was Cdn$27.18 per share (six months - Cdn$28.68 per share), as compared to Cdn$27.89 per share (six months - Cdn$29.38 per share) during the comparable period in 2012.

12.3.    Restricted Share Units (“RSUs”)

RSUs give the holder the right to receive a specified number of common shares at the specified vesting date. RSUs generally vest over a period of two years. Compensation expense related to RSUs is recognized over the vesting period based upon the fair value of the Company’s common shares on the grant date and the awards that are expected to vest. The fair value is calculated with reference to the closing price of the Company’s common shares on the TSX on the business day prior to the date of grant.

SILVER WHEATON 2013 SECOND QUARTER REPORT [58]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

RSU holders receive a cash payment based on the dividends paid on the Company’s common shares in the event that the holder of a vested RSU has elected to defer the release of the RSU to a future date. This cash payment is reflected as a component of net earnings under the classification General and Administrative.

A continuity schedule of the Company’s restricted share units reserve from January 1, 2012 to June 30, 2013 is presented below:

		Restricted
		Share Units
(in thousands)		Reserve
At January 1, 2012	$	2,510
Amortization of fair value of RSUs issued		254
Restricted share units released		(946	)
At March 31, 2012	$	1,818
Amortization of fair value of RSUs issued		562
Restricted share units released		(197	)
At June 30, 2012	$	2,183
Amortization of fair value of RSUs issued		413
Restricted share units released		(43	)
At December 31, 2012	$	2,553
Amortization of fair value of RSUs issued		194
Restricted share units released		(655	)
At March 31, 2013	$	2,092
Amortization of fair value of RSUs issued		243
At June 30, 2013	$	2,335

During the three months ended June 30, 2013, no RSUs were issued by the Company (six months - 33,500 RSUs with a fair value of $1.0 million or $31.88 per RSU). For the same period in 2012, no RSUs were issued by the Company (six months - 33,500 RSUs with a fair value of $1.1 million or $33.71 per RSU).

Equity settled stock based compensation expense during the three and six months ended June 30, 2013 included $0.3 million and $0.4 million, respectively, of amortization of the fair value of RSUs issued, compared to $0.6 million and $0.8 during the comparable periods in 2012.

At June 30, 2013, there were 144,692 RSUs outstanding. For the comparable period in 2012, there were 132,924 RSUs outstanding

12.4.    Long-Term Investment Revaluation Reserve

The Company’s long-term investments in common shares (Note 8) are held for long-term strategic purposes and not for trading purposes. Upon the application of IFRS 9, Financial Instruments, the Company has chosen to designate these long-term investments in common shares as financial assets with fair value adjustments being recorded as a component of OCI as it believes that this provides a more meaningful presentation for long-term strategic investments, rather than reflecting changes in fair value as a component of net earnings. As some of these long-term investments are denominated in Canadian dollars, changes in their fair value is affected by both the change in share price in addition to changes in the Cdn$ / US$ exchange rate.

Where the fair value of a long-term investment in common shares held exceeds its tax cost, the Company recognizes a deferred tax liability. To the extent that the value of the long-term investment subsequently declines, the deferred tax liability is reduced. However, where the fair value of the long-term investment decreases below the tax cost, the Company does not recognize a deferred tax asset on the unrealized capital loss unless it is probable that the Company will generate future capital gains to offset the loss.

SILVER WHEATON 2013 SECOND QUARTER REPORT [59]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

A continuity schedule of the Company’s long-term investment revaluation reserve from January 1, 2012 to June 30, 2013 is presented below:

		Change in Fair
		Value due to:
					Foreign
(in thousands)		Share Price			Exchange			Tax Effect			Total
At January 1, 2012	$	(14,862	)	$	21,726		$	(3,723	)	$	3,141
Unrealized (loss) gain on LTI's 1		(13,714	)		3,008			-			(10,706	)
Deferred income tax recovery		-			-			1,510			1,510
At March 31, 2012	$	(28,576	)	$	24,734		$	(2,213	)	$	(6,055	)
Unrealized (loss) gain on LTI's 1		(32,571	)		(1,828	)		-			(34,399	)
Deferred income tax recovery		-			-			1,693			1,693
At June 30, 2012	$	(61,147	)	$	22,906		$	(520	)	$	(38,761	)
Unrealized (loss) gain on LTI's 1		11,479			2,492			-			13,971
Deferred income tax recovery		-			-			(724	)		(724	)
At December 31, 2012	$	(49,668	)	$	25,398		$	(1,244	)	$	(25,514	)
Unrealized loss on LTI's 1		(23,398	)		(1,986	)		-			(25,384	)
Deferred income tax recovery		-			-			1,259			1,259
At March 31, 2013	$	(73,066	)	$	23,412		$	15		$	(49,639	)
Unrealized loss on LTI's 1		(43,297	)		(1,693	)		-			(44,990	)
Deferred income tax recovery		-			-			525			525
At June 30, 2013	$	(116,363	)	$	21,719		$	540		$	(94,104	)

1) LTI’s refers to long-term investments in common shares held.

13.    Stock Based Compensation

The Company’s stock based compensation consists of share purchase options (Note 12.2), restricted share units (Note 12.3) and performance share units (Note 13.1) . The accrued value of share purchase options and restricted share units are reflected as reserves in the shareholder’s equity section of the Company’s balance sheet while the accrued value associated with performance share units is reflected as an accrued liability.

13.1.    Performance Share Units (“PSUs”)

The Company has established a Performance Share Unit Plan (“the PSU plan”) whereby PSUs will be issued to eligible employees as determined by the Company’s Board of Directors or the Company’s Compensation Committee. PSUs issued under the PSU plan entitle the holder to a cash payment at the end of a three year performance period equal to the number of PSUs granted, multiplied by a performance factor and multiplied by the fair market value of a Silver Wheaton common share on the expiry of the performance period. The performance factor can range from 0% to 200% and is determined by comparing the Company’s total shareholder return to those achieved by various peer companies, the price of silver and the Philadelphia Gold and Silver Index.

The PSUs accumulate dividend equivalents in the form of additional units based on the dividends paid on the Company’s common shares. Compensation expense for the PSUs is recorded on a straight-line basis over the three year vesting period. The amount of compensation expense is adjusted at the end of each reporting period to reflect (i) the fair value of common shares; (ii) the number of PSUs anticipated to vest; and (iii) the anticipated performance factor.

SILVER WHEATON 2013 SECOND QUARTER REPORT [60]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

During the three months ending June 30, 2013, the Company issued 3,000 PSUs (six months - 160,000 PSUs). For the comparable period of 2012, the Company issued 4,000 PSUs (six months - 72,700 PSUs).

General and administrative expense during the three months ended June 30, 2013 included a $0.1 million cost recovery (six months - $0.1 million accrual) related to the anticipated fair value of the PSUs issued using a performance factor ranging from 132% to 167%, compared to a $0.2 million accrual (six months - $0.4 million accrual) during the comparable period in 2012 using a performance factor ranging from 117% to 150%.

A continuity schedule of the Company’s outstanding PSUs (assuming a performance factor of 100% is achieved over the performance period) from January 1, 2012 to June 30, 2013 is presented below:

	Number of PSUs
	outstanding
At January 1, 2012	41,913
Granted	68,700
Forfeited	(2,513	)
At March 31, 2012	108,100
Granted	4,000
Dividend equivalent participation	676
At December 31, 2012	112,776
Granted	4,000
Forfeited	(8,261	)
Dividend equivalent participation	496
At December 31, 2012	109,011
Granted	157,000
At March 31, 2013	266,011
Granted	3,000
Dividend equivalent participation	2,717
At June 30, 2013	271,728

14.    Earnings Per Share (“EPS”) and Diluted Earnings Per Share (“Diluted EPS”)

Diluted earnings per share is calculated using the treasury method which assumes that outstanding share purchase options and warrants, with exercise prices that are lower than the average market price for the relevant period, are exercised and the proceeds are used to purchase shares of the Company at the average market price of the common shares for the relevant period.

SILVER WHEATON 2013 SECOND QUARTER REPORT [61]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Diluted EPS is calculated based on the following weighted average number of shares outstanding:

	Three Months Ended		Six Months Ended
	June 30		June 30
(in thousands)	2013	2012	2013	2012
Basic weighted average number of shares outstanding	354,800	353,733	354,612	353,631
Effect of dilutive securities
Share purchase options	419	853	570	993
Share purchase warrants	440	794	792	981
Restricted share units	145	139	138	146
Diluted weighted average number of shares outstanding	355,804	355,519	356,112	355,751

The following table lists the number of share purchase options and share purchase warrants excluded from the computation of diluted earnings per share because the exercise prices exceeded the average market value of the common shares of Cdn$24.34 (six months - Cdn$29.09), compared to Cdn$28.27 (six months - Cdn$31.33) for the comparable period in 2012.

	Three Months Ended		Six Months Ended
	June 30		June 30
(in thousands)	2013	2012	2013	2012
Share purchase options	2,200	1,060	2,040	880
Share purchase warrants	10,000	-	10,000	-
Total	12,200	1,060	12,040	880

15.    Supplemental Cash Flow Information

		Three Months Ended						Six Months Ended
		June 30						June 30
(in thousands)		2013			2012			2013			2012
Change in non-cash working capital
Accounts receivable	$	2,429		$	290		$	3,303		$	(2,037	)
Accounts payable and accrued liabilities		1,233			5,760			(597	)		3,446
Other		(935	)		(899	)		(1,089	)		(1,014	)
Total change in non-cash working capital	$	2,727		$	5,151		$	1,617		$	395

SILVER WHEATON 2013 SECOND QUARTER REPORT [62]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

		June 30		December 31
(in thousands)		2013		2012
Cash and cash equivalents comprised of:
Cash	$	36,257	$	375,262
Cash equivalents		-		402,954
Total cash and cash equivalents	$	36,257	$	778,216

Cash equivalents include short-term deposits, treasury bills, commercial paper, bankers’ depository notes and bankers’ acceptances with terms to maturity of less than three months.

16.    Income Taxes

Income tax recognized in net earnings is comprised of the following:

		Three Months Ended				Six Months Ended
		June 30				June 30
(in thousands)		2013		2012		2013		2012
Current income tax expense related to foreign jurisdictions	$	31	$	252	$	74	$	532
Deferred income tax expense
Origination and reversal of temporary differences	$	933	$	794	$	3,752	$	2,413
Write down of previously recognized temporary differences		698		1,704		2,118		3,153
	$	1,631	$	2,498	$	5,870	$	5,566
Income tax expense recognized in net earnings	$	1,662	$	2,750	$	5,944	$	6,098

Income tax recognized in OCI is comprised of the following:

		Three Months Ended						Six Months Ended
		June 30						June 30
(in thousands)		2013			2012			2013			2012
Deferred income tax recovery related to the losses on      long-term investments - common shares held	$	(525	)	$	(1,693	)	$	(1,784	)	$	(3,204	)

SILVER WHEATON 2013 SECOND QUARTER REPORT [63]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

The provision for income taxes differs from the amount that would be obtained by applying the statutory income tax rate to consolidated earnings before income taxes due to the following:

		Three Months Ended						Six Months Ended
		June 30						June 30
(in thousands)		2013			2012			2013			2012
Earnings before income taxes	$	72,779		$	144,164		$	210,482		$	294,693
Canadian federal and provincial income tax rates¹		25.75%			25.00%			25.75%			25.00%
Income tax expense based on above rates	$	18,741		$	36,041		$	54,199		$	73,673
Non-deductible (non taxable) portion of capital gains, net    of capital losses		176			34			347			(50	)
Non-deductible stock based compensation and other		768			422			1,288			838
Differences in tax rates in foreign jurisdictions		(19,215	)		(35,475	)		(52,425	)		(71,518	)
Impact of tax rate changes		399			-			332			-
Change in unrecognized temporary differences		793			1,728			2,203			3,155
Income tax expense	$	1,662		$	2,750		$	5,944		$	6,098

1) The BC corporate tax rate increased from 10% to 11% on April 1, 2013, resulting in an increase in the Company’s statutory tax rate from 25% to 25.75% for 2013.

The majority of the Company’s income generating activities, including the sale of silver and gold, is conducted by its 100% owned subsidiaries SW Caymans and, prior to the current year, SST Barbados. SW Caymans operates in the Cayman Islands and is subject to a statutory tax rate of 0% and SST Barbados operated in Barbados and was subject to a statutory tax rate of between 0.5% and 2.5% .

The movement in deferred tax assets and liabilities for the six months ended June 30, 2013 and the year ended December 31, 2012 is shown below:

		Six Months Ended June 30, 2013
					Recovery
					(Expense)					Recognized
					Recognized			Recovery		In
		Opening			In Net			Recognized		Shareholders'		Closing
Recognized deferred tax assets and liabilities		Balance			Earnings			In OCI		Equity		Balance
Deferred tax assets
Non-capital losses	$	9,419		$	713		$	-	$	-	$	10,132
Financing fees		1,279			1,236			-		-		2,515
Capital losses		2,304			(2,304	)		-		-		-
Other		669			423			-		-		1,092
Deferred tax liabilities
Interest capitalized for accounting		(9,949	)		(1,692	)		-		-		(11,641	)
Foreign exchange on debt		(268	)		268			-		-		-
Long-term investments		(2,036	)		252			1,784		-		-
Silver and gold interests		(10,668	)		(4,732	)		-		-		(15,400	)
Other		-			(34	)		-		-		(34	)
Total	$	(9,250	)	$	(5,870	)	$	1,784	$	-	$	(13,336	)

SILVER WHEATON 2013 SECOND QUARTER REPORT [64]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

		Year Ended December 31, 2012
					Recovery					Recognized
					(Expense)			Recovery		In
		Opening			Recognized In			Recognized		Shareholders'
Recognized deferred tax assets and liabilities		Balance			Net Earnings			In OCI		Equity		Closing Balance
Deferred tax assets
Non-capital losses	$	12,738		$	(3,319	)	$	-	$	-	$	9,419
Financing fees		2,695			(1,416	)		-		-		1,279
Capital losses		4,846			(2,542	)		-		-		2,304
Other		290			379			-		-		669
Deferred tax liabilities
Interest capitalized for accounting		(10,129	)		180			-		-		(9,949	)
Foreign exchange on debt		(421	)		153			-		-		(268	)
Long-term investments		(4,425	)		(90	)		2,479		-		(2,036	)
Silver and gold interests		(3,293	)		(7,375	)		-		-		(10,668	)
Total	$	2,301		$	(14,030	)	$	2,479	$	-	$	(9,250	)

The recognized deferred tax assets and liabilities are offset on the balance sheet. Deferred tax assets in Canada not recognized are shown below:

		June 30		December 31
		2013		2012
Capital losses	$	8,759	$	6,386
Unrealized losses on long-term investments		13,322		5,712
Total	$	22,081	$	12,098

SILVER WHEATON 2013 SECOND QUARTER REPORT [65]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

17.    Commitments and Contingencies

The following table summarizes the Company’s commitments to pay for silver and gold to which it has the contractual right pursuant to the precious metal purchase agreements:

	Attributable Payable
	Production to be		Per Ounce Cash
	Purchased		Payment 1,2
					Term of	Date of
Silver and Gold Interests	Silver	Gold	Silver	Gold	Agreement	Contract
San Dimas	100% 3	-	$      4.12	n/a	Life of Mine	15-Oct-04
Yauliyacu	100% 4	-	$      4.08	n/a	20 years	23-Mar-06
Peñasquito	25%	-	$      4.02	n/a	Life of Mine	24-Jul-07
Minto	100%	100% 5	$      3.98	$      306	Life of Mine	1-Dec-08
777	100%	100%/50% 6	$      5.90	$      400	Life of Mine	8-Aug-12
Salobo	-	25%	n/a	$      400	Life of Mine	28-Feb-13
Sudbury	-	70%	n/a	$      400	20 years	28-Feb-13
Barrick
Pascua-Lama	25%	-	$      3.90	n/a	Life of Mine	8-Sep-09
Lagunas Norte	100%	-	$      3.90	n/a	6 years 7	8-Sep-09
Pierina	100%	-	$      3.90	n/a	6 years 7	8-Sep-09
Veladero	100% 8	-	$      3.90	n/a	6 years 7	8-Sep-09
Other
Los Filos 3	100%	-	$      4.17	n/a	25 years	15-Oct-04
Zinkgruvan	100%	-	$      4.18	n/a	Life of Mine	8-Dec-04
Keno Hill	25%	-	$      3.90	n/a	Life of Mine	2-Oct-08
Mineral Park	100%	-	$      3.90	n/a	Life of Mine	17-Mar-08
Neves-Corvo	100%	-	$      4.06	n/a	50 years	5-Jun-07
Cozamin	100%	-	$      4.16	n/a	10 years	4-Apr-07
Stratoni	100%	-	$      4.02	n/a	Life of Mine	23-Apr-07
Campo Morado	75%	-	$      3.98	n/a	Life of Mine	13-May-08
Aljustrel	100%	-	$      3.98	n/a	50 years	5-Jun-07
Loma de La Plata	12.5%	-	$      4.00	n/a	Life of Mine	n/a 9
Rosemont	100%	100%	$      3.90	$      450	Life of Mine	11-Feb-10
Constancia	100%	-	$      5.90	n/a	Life of Mine	8-Aug-12

1)	Subject to an annual inflationary adjustment with the exception of Loma de La Plata and Sudbury.
2)	Should the prevailing market price for silver or gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price, with the exception of Yauliyacu.
3)	Until August 6, 2014, Silver Wheaton is committed to purchase from Primero a per annum amount equal to the first 3.5 million ounces of payable silver produced at San Dimas and 50% of any excess, plus Silver Wheaton is committed to purchase an additional 1.5 million ounces of silver per annum to be delivered by Goldcorp for a per ounce cash payment equal to that applicable under the Los Filos silver purchase agreement. After August 6, 2014, Silver Wheaton is committed to purchase from Primero a per annum amount equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess.
4)	To a maximum of 4.75 million ounces per annum. In the event that silver sold and delivered to Silver Wheaton in any year totals less than 4.75 million ounces, the amount sold and delivered to Silver Wheaton in subsequent years will be increased to make up for any cumulative shortfall, to the extent production permits. The cumulative shortfall as at March 23, 2013, representing the seven year anniversary, was 15.2 million ounces.
5)	The Company is committed to acquire 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter.
6)	The Company’s share of gold production at 777 will remain at 100% until the later of the end of 2016 or the satisfaction of a completion test relating to Hudbay’s Constancia project, after which it will be reduced to 50% for the remainder of the mine life.
7)	Based on Barrick’s current estimate of Pascua-Lama achieving commercial production during 2016, the Company is committed to purchase silver production from the currently producing mines until December 31, 2015.
8)	Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore mined at Veladero during the period.
9)	Terms of the agreement not yet finalized.

SILVER WHEATON 2013 SECOND QUARTER REPORT [66]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Other Contractual Obligations and Contingencies

		Obligations With Scheduled Payment Dates
												Other
(in thousands)		2013		2014 - 2016		2017 - 2018		After 2018		Sub-Total		Commitments		Total
Bank debt ¹	$	-	$	1,000,000	$	145,000	$	-	$	1,145,000	$	-	$	1,145,000
Interest ²		8,502		50,343		4,483		-		63,328		-		63,328
Silver and gold interest
payments ³
Rosemont		-		-		-		-		-		230,000		230,000
Loma de La Plata		-		-		-		-		-		32,400		32,400
Constancia		-		-		-		-		-		125,000		125,000
Operating leases		253		3,089		2,129		6,568		12,039		-		12,039
Total contractual obligations	$	8,755	$	1,053,432	$	151,612	$	6,568	$	1,220,367	$	387,400	$	1,607,767

1)	At June 30, 2013, the Company had $1.0 billion outstanding on the NRT Loan and $145 million outstanding on the Revolving Facility.
2)	As the applicable interest rates are floating in nature, the interest charges are estimated based on market-based forward interest rate curves at the end of the reporting period.
3)	Does not reflect the contingent payment due related to the Salobo gold purchase agreement (see Salobo section, below).

Rosemont

In connection with the Rosemont precious metals purchase agreement, the Company is committed to pay Augusta Resource Corporation total upfront cash payments of $230 million, payable on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine.

Loma de La Plata

In connection with the Company’s election to convert the debenture with Pan American Silver Corp. (“Pan American”) into a silver purchase agreement, the Company is committed to pay Pan American total upfront cash payments of $32.4 million following the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.

Constancia

In connection with the Constancia silver purchase agreement, the Company is committed to pay Hudbay a final payment of $125 million to be made once capital expenditures of $1 billion have been incurred at Constancia.

Salobo

Vale is in the process of expanding the mill throughput capacity at the Salobo mine (Note 9) to 24 million tonnes per annum (“Mtpa”) from its current 12 Mtpa. If throughput capacity is expanded above 28 Mtpa within a predetermined period, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $67 million if throughput capacity is expanded to 28 Mtpa by January 1, 2031 up to $400 million if throughput capacity is expanded to 40 Mtpa prior to January 1, 2021.

SILVER WHEATON 2013 SECOND QUARTER REPORT [67]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Other

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time, including an audit by the Canada Revenue Agency of the Company’s international transactions covering the 2005 to 2010 taxation years, which is currently ongoing. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. Based on information available to management at August 14, 2013, the outstanding legal and tax matters are not expected to have a material adverse effect on the Company. However, if the Company is unable to resolve any of these matters favorably, there may be a material adverse impact on the Company’s financial performance, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

SILVER WHEATON 2013 SECOND QUARTER REPORT [68]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

18.    Segmented Information

Operating Segments

The Company’s reportable operating segments, which are the components of the Company’s business where separate financial information is available and which are evaluated on a regular basis by the Company’s CEO, who is the Company’s chief operating decision maker, for the purpose of assessing performance, are summarized in the tables below:

								Three Months Ended June 30, 2013
											Cash Flow
											From
(in thousands)		Sales		Cost of Sales		Depletion		Net Earnings			Operations			Total Assets
Silver
San Dimas 1	$	27,319	$	4,938	$	974	$	21,407		$	22,381		$	160,454
Yauliyacu		13,353		2,303		3,213		7,837			11,049			211,225
Peñasquito		24,690		4,252		2,809		17,629			20,438			480,588
Barrick 2		14,331		2,184		1,854		10,293			12,573			599,031
Other 3		39,192		7,590		8,536		23,066			34,369			564,642
	$	118,885	$	21,267	$	17,386	$	80,232		$	100,810		$	2,015,940
Gold
Minto	$	4,465	$	1,046	$	393	$	3,026		$	3,743		$	29,050
777		33,872		9,393		18,824		5,655			24,479			306,367
Sudbury		5,824		1,674		3,469		681			4,150			1,328,717
Salobo		3,844		1,117		1,290		1,437			2,727			620,306
	$	48,005	$	13,230	$	23,976	$	10,799		$	35,099		$	2,284,440
Total silver and gold
interests	$	166,890	$	34,497	$	41,362	$	91,031		$	135,909		$	4,300,380
Corporate
General and administrative							$	(8,876	)
Other								(11,038	)
Total corporate							$	(19,914	)	$	(10,651	)	$	95,632
Consolidated	$	166,890	$	34,497	$	41,362	$	71,117		$	125,258		$	4,396,012

1)	Results for San Dimas include 375,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
2)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
3)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, 777 and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata and Constancia silver interests.

SILVER WHEATON 2013 SECOND QUARTER REPORT [69]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

								Three Months Ended June 30, 2012
											Cash Flow
											From
(in thousands)		Sales		Cost of Sales		Depletion		Net Earnings			Operations			Total Assets
Silver
San Dimas 1	$	36,695	$	5,301	$	1,027	$	30,367		$	31,394		$	165,161
Yauliyacu		34,468		4,713		5,796		23,959			32,202			221,723
Peñasquito		53,197		7,362		5,462		40,373			45,835			495,993
Barrick 2		14,183		1,833		2,040		10,310			13,571			601,035
Other 3		59,151		8,190		6,862		44,099			52,113			321,437
	$	197,694	$	27,399	$	21,187	$	149,108		$	175,115		$	1,805,349
Gold
Minto		3,714		717		404		2,593			2,928			32,596
Total silver and gold
interests	$	201,408	$	28,116	$	21,591	$	151,701		$	178,043		$	1,837,945
Corporate
General and administrative							$	(7,354	)
Other								(2,933	)
Total corporate							$	(10,287	)	$	(5,127	)	$	1,218,880
Consolidated	$	201,408	$	28,116	$	21,591	$	141,414		$	172,916		$	3,056,825

1)	Results for San Dimas include 375,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
2)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
3)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata silver interest.

SILVER WHEATON 2013 SECOND QUARTER REPORT [70]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

								Six Months Ended June 30, 2013
											Cash Flow
											From
(in thousands)		Sales		Cost of Sales		Depletion		Net Earnings			Operations			Total Assets
Silver
San Dimas 1	$	81,222	$	12,579	$	2,482	$	66,161		$	68,643		$	160,454
Yauliyacu		18,113		2,912		4,070		11,131			15,201			211,225
Peñasquito		68,264		10,117		6,684		51,463			58,147			480,588
Barrick 2		37,955		5,120		3,766		29,069			37,165			599,031
Other 3		91,229		14,814		15,611		60,804			80,058			564,642
	$	296,783	$	45,542	$	32,613	$	218,628		$	259,214		$	2,015,940
Gold
Minto		15,624	$	3,083	$	1,536	$	11,005		$	12,477		$	29,050
777		49,244		13,159		26,370		9,715			32,113			306,367
Sudbury		6,002		1,718		3,560		724			4,284			1,328,717
Salobo		4,998		1,405		1,624		1,969			3,593			620,306
	$	75,868	$	19,365	$	33,090	$	23,413		$	52,467		$	2,284,440
Total silver and gold
interests	$	372,651	$	64,907	$	65,703	$	242,041		$	311,681		$	4,300,380
Corporate
General and administrative							$	(18,768	)
Other								(18,735	)
Total corporate							$	(37,503	)	$	(20,811	)	$	95,632
Consolidated	$	372,651	$	64,907	$	65,703	$	204,538		$	290,870		$	4,396,012

1)	Results for San Dimas include 750,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
2)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
3)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto, 777 and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata and Constancia silver interests.

SILVER WHEATON 2013 SECOND QUARTER REPORT [71]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

						Six Months Ended June 30, 2012
											Cash Flow
											From
(in thousands)		Sales		Cost of Sales		Depletion		Net Earnings			Operations			Total Assets
Silver
San Dimas 1	$	92,261	$	12,261	$	2,366	$	77,634		$	79,999		$	165,161
Yauliyacu		50,054		6,710		8,289		35,055			45,790			221,723
Peñasquito		91,957		12,104		8,980		70,873			79,853			495,993
Barrick 2		35,686		4,390		4,886		26,410			32,517			601,035
Other 3		120,898		15,783		13,213		91,902			102,800			321,437
	$	390,856	$	51,248	$	37,734	$	301,874		$	340,959		$	1,805,349
Gold
Minto		10,190		1,887		1,063		7,240			8,077			32,596
Total silver and gold
interests	$	401,046	$	53,135	$	38,797	$	309,114		$	349,036		$	1,837,945
Corporate
General and administrative							$	(14,918	)
Other								(5,601	)
Total corporate							$	(20,519	)	$	(12,309	)	$	1,218,880
Consolidated	$	401,046	$	53,135	$	38,797	$	288,595		$	336,727		$	3,056,825

1)	Results for San Dimas include 750,000 ounces received from Goldcorp in connection with Goldcorp’s four year commitment to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
2)	Comprised of the operating Lagunas Norte, Pierina and Veladero silver interests in addition to the non-operating Pascua-Lama silver interest.
3)	Comprised of the operating Los Filos, Zinkgruvan, Keno Hill, Mineral Park, Cozamin, Neves-Corvo, Stratoni, Campo Morado, Minto and Aljustrel silver interests in addition to the non-operating Rosemont silver and gold interest and Loma de La Plata silver interest.

SILVER WHEATON 2013 SECOND QUARTER REPORT [72]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Geographic Segments

The Company’s geographical segments, which are based on the location of the mining operations to which the silver or gold interests relate, are summarized in the tables below:

		Three Months Ended June 30, 2013
				Carrying Amount
				Silver		Gold
(in thousands)		Sales		Interests		Interests
North America
Canada	$	51,680	$	144,272	$	955,723
United States		3,030		38,272		-
Mexico		65,196		721,634		-
Europe
Greece		5,005		34,787		-
Portugal		3,724		31,173		-
Sweden		6,728		52,838		-
South America
Argentina / Chile 1		7,250		600,391		-
Brazil		3,844		-		1,328,717
Peru		20,433		392,573		-
Consolidated	$	166,890	$	2,015,940	$	2,284,440

1) Includes the Pascua-Lama project, which straddles the border of Chile and Argentina.

		Three Months Ended June 30, 2012
				Carrying Amount
				Silver		Gold
(in thousands)		Sales		Interests		Interests
North America
Canada	$	8,992	$	52,062	$	32,596
United States		3,974		39,750		-
Mexico		112,143		751,896		-
Europe
Greece		5,985		39,580		-
Portugal		5,158		32,618		-
Sweden		16,505		55,798		-
South America
Argentina / Chile 1		6,119		598,077		-
Peru		42,532		235,568		-
Consolidated	$	201,408	$	1,805,349	$	32,596

1) Includes the Pascua-Lama project, which straddles the border of Chile and Argentina.

SILVER WHEATON 2013 SECOND QUARTER REPORT [73]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

		Six Months Ended June 30, 2013
				Carrying Amount
				Silver		Gold
(in thousands)		Sales		Interests		Interests
North America
Canada	$	85,174	$	144,272	$	955,723
United States		6,687		38,272		-
Mexico		181,719		721,634		-
Europe
Greece		9,800		34,787		-
Portugal		10,001		31,173		-
Sweden		18,205		52,838		-
South America
Argentina / Chile 1		22,082		600,391		-
Brazil		4,998		-		1,328,717
Peru		33,985		392,573		-
Consolidated	$	372,651	$	2,015,940	$	2,284,440

1) Includes the Pascua-Lama project, which straddles the border of Chile and Argentina.

		Six Months Ended June 30, 2012
				Carrying Amount
				Silver		Gold
(in thousands)		Sales		Interests		Interests
North America
Canada	$	20,481	$	52,062	$	32,596
United States		9,399		39,750		-
Mexico		229,213		751,896		-
Europe
Greece		12,951		39,580		-
Portugal		9,818		32,618		-
Sweden		33,443		55,798		-
South America
Argentina / Chile 1		15,301		598,077		-
Peru		70,440		235,568		-
Consolidated	$	401,046	$	1,805,349	$	32,596

1) Includes the Pascua-Lama project, which straddles the border of Chile and Argentina.

SILVER WHEATON 2013 SECOND QUARTER REPORT [74]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

19.    Fair Value Measurements

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 7 – Financial Instruments: Disclosures (“IFRS 7”).

Level 1 -	Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
Level 2 -	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 -	Unobservable inputs which are supported by little or no market activity.

The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by IFRS 7, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

		June 30, 2013
(in thousands)		Total			Level 1		Level 2			Level 3
Trade receivables from provisional concentrate sales,    net of fair value adjustment	$	2,499		$	-	$	2,499		$	-
Accrued liabilities from provisional concentrate sales related    to fair value adjustment, net of trade receivable		(890	)		-		(890	)		-
Long-term investments - common shares held		48,309			48,309		-			-
Long-term investments - warrants held		-			-		-			-
	$	49,918		$	48,309	$	1,609		$	-

		December 31, 2012
(in thousands)		Total			Level 1		Level 2			Level 3
Trade receivables from provisional concentrate sales, net of fair    value adjustment	$	5,909		$	-	$	5,909		$	-
Accrued liabilities from provisional concentrate sales related to    fair value adjustment, net of trade receivable		(634	)		-		(634	)		-
Long-term investments - common shares held		118,683			118,683		-			-
Long-term investments - warrants held		2,694			-		2,694			-
	$	126,652		$	118,683	$	7,969		$	-

The Company’s trade receivables and accrued liabilities from provisional concentrate sales are valued based on forward prices of silver and gold until the date of final settlement (Note 4). As such, these receivables are classified within Level 2 of the fair value hierarchy.

The Company’s long-term investments in common shares held are valued using quoted market prices in active markets and, as such, are classified within Level 1 of the fair value hierarchy. The fair value of the long-term investments in common shares held is calculated as the quoted market price of the common share multiplied by the quantity of shares held by the Company.

The fair value of the Company’s long-term investments in warrants held that do not have a quoted market price is determined using a Black-Scholes model based on assumptions including risk free interest rate, expected dividend yield, expected volatility, estimated forfeiture rate and expected warrant life which are supported by observable current market conditions and as such are classified within Level 2 of the fair value hierarchy. The use of reasonably possible alternative assumptions would not significantly affect the Company’s results.

SILVER WHEATON 2013 SECOND QUARTER REPORT [75]

Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2013 (US Dollars - Unaudited)

Cash and cash equivalents are reported at amortized cost. Other accounts receivables and accounts payables and accrued liabilities are non-interest bearing and are stated at carrying values, which approximate fair values due to the short terms to maturity. Where necessary, other receivables are reported net of allowances for uncollectable amounts.

The Company’s bank debt (Note 10) is reported at amortized cost using the effective interest method. The carrying value of the bank debt approximates its fair value.

20.    Subsequent Event

Declaration of Dividend

On August 14, 2013, the Board of Directors declared a dividend in the amount of $0.10 per common share as the result of an amended dividend policy whereby the quarterly dividend will be equal to 20% of the average of the previous four quarters operating cash flow, with a gradual implementation. This dividend is payable to shareholders of record on August 30, 2013 and is expected to be distributed on or about September 12, 2013.

SILVER WHEATON 2013 SECOND QUARTER REPORT [76]

CORPORATE
INFORMATION

CANADA – HEAD OFFICE	TRANSFER AGENT
Silver Wheaton Corp.	CIBC Mellon Trust Company
Park Place, Suite 3150	1600 - 1066 West Hastings Street
666 Burrard Street	Vancouver, BC V6E 3X1
Vancouver, BC V6C 2X8
Canada	Toll-free in Canada and the United States:
T: 1 604 684 9648	1 800 387 0825
F: 1 604 684 3123
	Outside of Canada and the United States:
CAYMAN ISLANDS OFFICE	1 416 682 3860
Silver Wheaton (Caymans) Ltd.
Unit #5 - 201 Governors Square	E: inquiries@canstockta.com
23 Lime Tree Bay Avenue
P.O. Box 1791 George Town, Grand Cayman	AUDITORS
Cayman Islands KY1-1109	Deloitte LLP
	Vancouver, BC
STOCK EXCHANGE LISTING
Toronto Stock Exchange: SLW	INVESTOR RELATIONS
New York Stock Exchange: SLW	Patrick Drouin
	Vice President,
DIRECTORS	Investor Relations
Lawrence Bell	T:     1 604 684 9648
George Brack	TF:   1 800 380 8687
John Brough	E:      info@silverwheaton.com
Peter Gillin
Douglas Holtby, Chairman
Eduardo Luna
Wade Nesmith
Randy Smallwood
OFFICERS
Randy Smallwood
President & Chief Executive Officer
Curt Bernardi
Senior Vice President,
Legal & Corporate Secretary
Gary Brown
Senior Vice President &
Chief Financial Officer
Haytham Hodaly
Senior Vice President,
Corporate Development

SILVER WHEATON CORP.

666 BURRARD STREET, SUITE 3150, VANCOUVER, BC V6C 2X8, CANADA

T: 1 604 684 9648 F: 1 604 684 3123 WWW.SILVERWHEATON.COM