6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the

Securities Exchange Act of 1934

    For May 14, 2012

Commission File Number: 001-32482

SILVER WHEATON CORP.

(Translation of registrant’s name into English)

Suite 3150, 666 Burrard Street

Vancouver, British Columbia

V6C 2X8

(604) 684-9648

(Address of principal executive office)

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

Form 20-F    o            Form 40-F    þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

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

SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SILVER WHEATON CORP. (Registrant)
May 14, 2012	By:	/s/ Curt Bernardi
		Name:	Curt Bernardi
		Title:	Senior Vice President,  Legal and Corporate Secretary

EXHIBIT INDEX

The following is a list of Exhibits included as part of this Report on Form 6-K:

99.1 News release dated May 14, 2012.

99.2 Management’s Discussion and Analysis and Unaudited Interim Consolidated Financial Statements for the period ended March 31, 2012.

99.3 Certificate of the Chief Executive Officer regarding the “Certification of Interim Filings” pursuant to Form 52-109F2.

99.4 Certificate of the Chief Financial Officer regarding the “Certification of Interim Filings” pursuant to Form 52-109F2.

2 

EX-99.1

FOR IMMEDIATE RELEASE	TSX: SLW
May 14, 2012	NYSE: SLW

SILVER WHEATON REPORTS A STRONG START TO 2012 WITH RECORD QUARTERLY REVENUES OF US$200 MILLION

Vancouver, British Columbia – Silver Wheaton Corp. (“Silver Wheaton” or the “Company”) (TSX:SLW)(NYSE:SLW) is pleased to announce its unaudited results for the first quarter ended March 31, 2012.

FIRST QUARTER HIGHLIGHTS

·   Attributable silver equivalent production of 6.7 million ounces (6.6 million ounces of silver and 2,100 ounces of gold), an increase of 8% compared with Q1 2011.

·   Revenues increased 26% compared with Q1 2011, to a record US$199.6 million, on record silver equivalent sales of 6.1 million ounces (5.9 million ounces of silver and 3,900 ounces of gold).

·   Net earnings increased 20% compared with Q1 2011, to US$147.2 million (US$0.42 per share).

·   Operating cash flows increased 29% compared with Q1 2011, to US$163.8 million (US$0.46 per share1).

·   Cash operating margin1 increased slightly compared with Q1 2011, to US$28.51 per silver equivalent ounce, amongst the highest in the sector.

·   Average cash costs of US$4.081 per silver equivalent ounce (US$4.02 per ounce of silver and US$303 per ounce of gold), relatively unchanged from Q1 2011.

·   Cash balance of US$997.5 million, with a net cash position of US$926.0 million, at the end of Q1 2012.

·   Declared quarterly dividend of US$0.09 per common share,representing 20% of the cash generated by operating activities during the three months ended December 31, 2011.

·   Announced attributable proven and probable silver reserves of 798 million ounces, nearly twice the reserves of any other silver company in the world.

1 Please refer to non-IFRS measures at the end of this press release.

- 2 -

“Solid operating performance from across our portfolio of mines led to a strong start in 2012,” said Randy Smallwood, President and Chief Executive Officer of Silver Wheaton. “We achieved record quarterly revenues, and are on target to attaining our annual production guidance of 27 million silver equivalent ounces. With continued positive progress at our world-class cornerstone assets, including the Peñasquito and Pascua-Lama mines, Silver Wheaton retains one of the strongest growth profiles in the sector.”

“While there continues to be a strong trend of expanding capital needs in the mining industry, challenging global financial markets have made access to traditional forms of capital, such as debt and equity, much more difficult. In this environment, Silver Wheaton’s streaming model offers a particularly attractive funding solution for mining companies, and we continue pursuing value-enhancing acquisitions. With approximately US$1 billion in cash on hand, a fully undrawn $400 million revolving credit facility, and forecast annual operating cash flows in excess of $600 million at current precious metals prices, Silver Wheaton is exceptionally well-positioned to grow its portfolio of high-quality precious metals streams, further boosting its long-term production levels.”

Financial Review

Revenues

Revenue was US$199.6 million in the first quarter of 2012, on silver equivalent sales of 6.1 million ounces (5.9 million ounces of silver and 3,900 ounces of gold), a record for the Company. This represents a 26% increase from the US$158.2 million of revenue generated in the first quarter of 2011, due to a 25% increase in the number of silver equivalent ounces sold. Increased sales were primarily related to the timing of shipments of stockpiled concentrate and to increased production at some of the mines underlying the Company’s silver purchase agreements.

Costs and Expenses

Average cash costs in the first quarter of 2012 were US$4.081 per silver equivalent ounce, compared with US$4.071 during the comparable period of 2011. This resulted in cash operating margins1 of US$28.51 per silver equivalent ounce, a slight increase compared to the first quarter of 2011.

During the first quarter of 2012, the Company recorded an income tax expense of US$3.3 million, which includes a non-cash deferred income tax expense of US$3.1 million, attributable primarily to the reversal of previously recognized deferred income tax assets relating to the decline in fair value of long-term investments in common shares and to income from Canadian operations. This compared to an income tax recovery of $2.3 million in the comparable period of the previous year, which included a non-cash deferred income tax recovery of $2.5 million.

1 Please refer to non-IFRS measures at the end of this press release.

- 3 -

Earnings and Operating Cash Flows

Net earnings in the first quarter of 2012 were US$147.2 million (US$0.42 per share), compared with US$122.2 (US$0.35 per share) for the same period in 2011, an increase of 20%. Cash flow from operations in the first quarter of 2012 was US$163.8 million (US$0.46 per share1), compared with US$127.2 million (US$0.36 per share1) for the same period in 2011, an increase of 29% (an increase of 28% on a per share basis). The increase in net earnings and operating cash flows is primarily attributable to a 25% increase in the number of silver equivalent ounces sold.

Balance Sheet

At March 31, 2012, the Company had approximately US$997 million of cash on hand. In addition, the Company had US$400 million of available credit under its revolving bank debt facility. The combination of cash, available credit, and strong operating cash flows, positions the Company well to execute on its growth strategy of acquiring additional accretive silver stream interests.

Operational Highlights

Attributable silver equivalent production was 6.7 million ounces (6.6 million ounces of silver and 2,100 ounces of gold) in the first quarter of 2012, representing an increase of 8% compared to the first quarter of 2011.

Operational highlights for the quarter ended March 31, 2012 are as follows:

Peñasquito –

As stated in Goldcorp Inc.’s (“Goldcorp”) press release dated March 28, 2012, the high pressure grinding roll supplemental feed system at the Peñasquito mine was successfully commissioned during the first quarter of 2012. Throughput in the last three weeks of March 2012 averaged over 110,000 tonnes per day, and included record daily throughput of 143,000 tonnes on March 13, 2012. In the ten days prior to mid-April, throughput averaged 123,000 tonnes per day. Activities at Peñasquito over the balance of 2012 will focus on further optimization of the processing line. Peñasquito will become Silver Wheaton’s largest contributor of silver production in 2012, with forecast attributable silver production of approximately 7 million ounces.

Pascua-Lama –

As stated by Barrick Gold Corporation in its first quarter 2012 MD&A, the Pascua-Lama project remains on track to commence production in mid-2013, with over 70% of the previously announced pre-production capital budget of $4.7 to $5.0 billion committed.  At the end of the first quarter, earthworks in Chile and Argentina were approximately 97% and 73% complete, respectively, with pre-stripping expected to commence during the second quarter. 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 attributable silver production is expected to average nine million ounces annually.

1 Please refer to non-IFRS measures at the end of this press release.

- 4 -

San Dimas –

As per Primero Mining Corp.’s (“Primero”) March 28, 2012 disclosure, in an effort to improve mine planning and expand long-term production levels at its San Dimas mine, Primero elected to utilize block modeling to estimate its mineral reserves and resources rather than the polygonal method, which it had used historically. The estimates made using this new approach resulted in a reduction in both silver reserves and inferred resources at the San Dimas mine, as of December 31, 2011.

Primero's disclosure also states that there is significant exploration potential at San Dimas beyond the stated mineral reserves and

resources, some of which has been reported as mineral potential. Further details can be found in their March 28, 2012 disclosure. Primero believes that the new estimation approach will improve mine planning, and that further drilling and mine development will result in mineral resources being converted to mineral reserves, a reasonable amount of the exploration potential being converted to inferred resources, and new mineral discoveries being realized.

Produced But Not Yet Delivered –

Payable silver equivalent ounces produced but not yet delivered to Silver Wheaton by its partners was virtually unchanged in the first quarter, with a total of approximately 4.2 million payable ounces at March 31, 2012. The total is primarily attributable to Glencore International AG’s Yauliyacu mine, and Goldcorp’s Penasquito mine, where approximately 1.7 million and 1.3 million ounces of cumulative payable silver ounces have been produced but not yet delivered to the Company, respectively.

Detailed mine by mine production and sales figures can be found in the Appendix of this press release and in Silver Wheaton’s Management’s Discussion and Analysis (“MD&A”) in the ‘Results of Operations and Operational Review’ section.

This earnings release should be read in conjunction with Silver Wheaton’s MD&A and unaudited Financial Statements, which are available on the Company’s website at www.silverwheaton.com and have been posted on SEDAR at www.sedar.com.

Webcast and Conference Call Details

A conference call will be held Monday, May 14, 2012, starting at 11:00 am (Eastern Time) to discuss these results. To participate in the live call please use one of the following methods:

Dial toll free from Canada or the US:	1-888-231-8191
Dial from outside Canada or the US:	1-647-427-7450
Pass code:	71685970
Live audio webcast:	www.silverwheaton.com

Participants should dial in five to ten minutes before the call.

- 5 -

The conference call will be recorded and you can listen to an archive of the call by one of the following methods:

Dial toll free from Canada or the US:	1-855-859-2056
Dial from outside Canada or the US:	1-416-849-0833
Pass code:	71685970
Archived audio webcast:	www.silverwheaton.com

About Silver Wheaton

Silver Wheaton is the largest silver streaming company in the world. Based upon its current agreements, forecast 2012 attributable production is approximately 27 million silver equivalent ounces, including 16,500 ounces of gold. By 2016, annual attributable production is anticipated to increase significantly to approximately 43 million silver equivalent ounces, including 35,000 ounces of gold. This growth is driven by the Company’s portfolio of world-class assets, including silver streams on Goldcorp’s Peñasquito mine and Barrick’s Pascua-Lama project.

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 and 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 and gold; the absence of control over mining operations from which Silver Wheaton purchases silver or 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 or 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.

- 6 -

Consolidated Statement of Earnings (unaudited)

	Three Months Ended March 31
(US dollars and shares in thousands, except per share amounts - unaudited)	2012		2011
Sales	$	199,638	$	158,183
Cost of sales
Cost of sales, excluding depletion	$	25,019	$	19,948
Depletion		17,206		11,684
Total cost of sales	$	42,225	$	31,632
Earnings from operations	$	157,413	$	126,551
Expenses and other income
General and administrative 1	$	7,564	$	6,501
Foreign exchange gain		(30)		(4)
Other (income) expense		(650)		140
	$	6,884	$	6,637
Earnings before income taxes	$	150,529	$	119,914
Income tax (expense) recovery		(3,348)		2,262
Net earnings	$	147,181	$	122,176
Basic earnings per share	$	0.42	$	0.35
Diluted earnings per share	$	0.41	$	0.34
Weighted average number of shares outstanding
Basic		353,529		352,898
Diluted		355,943		355,903
1) Equity settled stock based compensation (a non-cash item) included in general and administrative expenses.	$	1,659	$	1,255

- 7 -

Consolidated Balance Sheets (unaudited)

	March 31		December 31
(US dollars in thousands - unaudited)	2012		2011
Assets
Current assets
Cash and cash equivalents	$	997,489	$	840,201
Accounts receivable		6,217		3,890
Other		1,336		1,221
Total current assets	$	1,005,042	$	845,312
Non-current assets
Silver and gold interests	$	1,857,112	$	1,871,726
Long-term investments		141,589		151,621
Deferred income taxes		744		2,301
Other		1,352		1,375
Total non-current assets	$	2,000,797	$	2,027,023
Total assets	$	3,005,839	$	2,872,335
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	6,575	$	8,709
Dividends payable		31,829		-
Current portion of bank debt		28,560		28,560
Current portion of silver interest payments		132,989		130,789
Total current liabilities	$	199,953	$	168,058
Non-current liabilities
Long-term portion of bank debt		42,920		50,060
Total liabilities	$	242,873	$	218,118
Shareholders' equity
Issued capital	$	1,795,951	$	1,793,772
Reserves		16,640		25,422
Retained earnings		950,375		835,023
Total shareholders' equity	$	2,762,966	$	2,654,217
Total liabilities and shareholders' equity	$	3,005,839	$	2,872,335

- 8 -

Consolidated Statement of Cash Flows (unaudited)

	Three Months Ended March 31
(US dollars in thousands - unaudited)	2012		2011
Operating activities
Net earnings	$	147,181	$	122,176
Adjustments for
Depreciation and depletion		17,267		11,754
Equity settled stock based compensation		1,659		1,255
Deferred income tax expense (recovery)		3,068		(2,519)
(Gain) loss on fair value adjustment of share purchase warrants held		(675)		66
Investment income recognized in net earnings		(319)		(209)
Other		(98)		(133)
Change in non-cash operating working capital		(4,574)		(5,392)
Operating cash flows before interest income	$	163,509	$	126,998
Interest income received		302		198
Cash generated by operating activities	$	163,811	$	127,196
Financing activities
Bank debt repaid	$	(7,140)	$	(7,140)
Share purchase warrants exercised		10		61
Share purchase options exercised		924		4,395
Dividends paid		-		(10,595)
Cash applied to financing activities	$	(6,206)	$	(13,279)
Investing activities
Silver and gold interests	$	(180)	$	(2,542)
Silver and gold interests - interest paid		(215)		(315)
Dividend income received		17		11
Proceeds on disposal of long-term investments		-		24,270
Other		(20)		(8)
Cash (applied to) generated by investing activities	$	(398)	$	21,416
Effect of exchange rate changes on cash and cash equivalents	$	81	$	106
Increase in cash and cash equivalents	$	157,288	$	135,439
Cash and cash equivalents, beginning of period		840,201		428,636
Cash and cash equivalents, end of period	$	997,489	$	564,075

- 9 -

Summary of Ounces Produced and Sold

	2012	2011				2010
(in thousands)	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
Silver ounces produced 1
San Dimas 2	1,692	1,578	1,251	1,150	1,606	1,586	1,255	1,110
Zinkgruvan	642	390	379	414	508	428	508	478
Yauliyacu	550	583	608	674	683	651	633	692
Peñasquito	1,365	1,633	1,162	1,282	1,207	1,260	1,109	866
Cozamin	405	433	395	414	325	335	381	286
Barrick 3	667	723	794	741	722	458	682	697
Other 4	1,288	1,389	1,272	1,153	1,088	1,245	1,069	1,240
	6,609	6,729	5,861	5,828	6,139	5,963	5,637	5,369
Silver equivalent ounces of gold produced 5
Minto	107	202	257	261	97	205	402	522
Silver equivalent ounces produced	6,716	6,931	6,118	6,089	6,236	6,168	6,039	5,891
Silver ounces sold
San Dimas 2	1,701	1,488	1,232	1,149	1,748	1,438	1,274	1,076
Zinkgruvan	517	425	319	401	321	421	635	313
Yauliyacu	497	655	11	471	120	470	87	517
Peñasquito	1,189	851	1,382	961	941	1,169	692	656
Cozamin	376	374	335	281	271	411	306	412
Barrick 3	656	755	747	726	680	482	533	727
Other 4	992	1,230	770	862	741	1,139	750	943
	5,928	5,778	4,796	4,851	4,822	5,530	4,277	4,644
Silver equivalent ounces of gold sold 5
Minto	198	196	316	227	83	127	411	496
Silver equivalent ounces sold	6,126	5,974	5,112	5,078	4,905	5,657	4,688	5,140
Gold / silver ratio 5	51.2	51.9	50.4	40.1	33.0	49.7	57.7	65.4
Cumulative payable silver equivalent ounces produced but not yet delivered 6	4,166	4,127	3,805	3,537	3,018	2,275	2,174	1,403

1)   Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions.  Certain production figures are based on management estimates.

2)   Beginning in the third quarter of 2010, 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, Mineral Park, Neves-Corvo, Stratoni, Keno Hill, Minto, Aljustrel and Campo Morado silver interests in addition to the previously owned La Negra and San Martin silver interests.

5)   Gold ounces produced and sold are converted to a silver equivalent basis on 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.

6)   Based on management estimates.

- 10 -

Results of Operations (unaudited)

Three Months Ended March 31, 2012
	Ounces Produced 2	Ounces Sold	Sales (US$'s)		Average Realized Price (US$'s Per Ounce)		Average Cash Cost (US$'s Per Ounce) 3		Average Depletion (US$'s Per Ounce)		Net Earnings (US$'s)		Cash Flow From Operations (US$'s)		Total Assets (US$'s)
Silver
San Dimas 4	1,692	1,701	$	55,566	$	32.66	$	4.09	$	0.79	$	47,267	$	48,606	$	166,188
Zinkgruvan	642	517		16,938		32.73		4.14		1.68		13,927		13,495		56,771
Yauliyacu	550	497		15,586		31.36		4.02		5.02		11,094		13,588		227,518
Peñasquito	1,365	1,189		38,760		32.61		3.99		2.96		30,500		34,018		501,455
Cozamin	405	376		12,609		33.58		4.08		4.05		9,557		10,139		23,595
Barrick 5	667	656		21,503		32.80		3.90		4.34		16,100		18,946		600,651
Other 6	1,288	992		32,200		32.44		3.95		3.99		24,320		27,051		247,933
	6,609	5,928	$	193,162	$	32.58	$	4.02	$	2.79	$	152,765	$	165,843	$	1,824,111
Gold
Minto	2,088	3,860		6,476		1,678		303		171		4,648		5,149		33,001
Silver equivalent 7	6,716	6,126	$	199,638	$	32.59	$	4.08	$	2.81	$	157,413	$	170,992	$	1,857,112
Corporate
General and administrative											$	(7,564)
Other												(2,668)
Total corporate											$	(10,232)	$	(7,181)	$	1,148,727
	6,716	6,126	$	199,638	$	32.59	$	4.08	$	2.81	$	147,181	$	163,811	$	3,005,839

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.  Certain production figures are based on management estimates.

3)   Refer to discussion on non-IFRS measures at the end of this press release.

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, Keno Hill, Mineral Park, 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 on 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.

- 11 -

Three Months Ended March 31, 2011
	Ounces Produced 2	Ounces Sold	Sales (US$'s)		Average Realized Price (US$'s Per Ounce)		Average Cash Cost (US$'s Per Ounce) 3		Average Depletion (US$'s Per Ounce)		Net Earnings (US$'s)		Cash Flow From Operations (US$'s)		Total Assets (US$'s)
Silver
San Dimas 4	1,606	1,748	$	58,371	$	33.39	$	4.04	$	0.71	$	50,051	$	50,203	$	170,274
Zinkgruvan	508	321		11,049		34.41		4.08		1.69		9,195		9,606		59,578
Yauliyacu	683	120		3,523		29.36		3.98		5.02		2,443		3,045		235,718
Peñasquito	1,207	941		27,020		28.72		3.90		2.41		21,085		23,351		512,664
Cozamin	325	271		8,651		31.87		4.04		4.62		6,299		7,776		29,694
Barrick 5	722	680		21,663		31.84		3.90		3.55		16,595		17,451		597,453
Other 6	1,088	741		24,027		32.44		3.93		3.95		18,186		20,184		264,138
	6,139	4,822	$	154,304	$	32.00	$	3.98	$	2.33	$	123,854	$	131,616	$	1,869,519
Gold
Minto	2,925	2,524		3,879		1,537		300		168		2,697		2,870		36,322
Silver equivalent 7	6,236	4,905	$	158,183	$	32.24	$	4.07	$	2.38	$	126,551	$	134,486	$	1,905,841
Corporate
General and administrative											$	(6,501)
Other												2,126
Total corporate											$	(4,375)	$	(7,290)	$	851,224
	6,236	4,905	$	158,183	$	32.24	$	4.07	$	2.38	$	122,176	$	127,196	$	2,757,065

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.  Certain production figures are based on management estimates.

3)   Refer to discussion on non-IFRS measures at the end of this press release.

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, Keno Hill, Mineral Park, 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 on 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.

- 12 -

Non-IFRS Measures

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

i.   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.

ii.   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.

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.

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.  For more detailed information, please refer to pages 14 to 16 of Silver Wheaton’s Management Discussion and Analysis available on the Company’s website at www.silverwheaton.com and posted on SEDAR at www.sedar.com.

For further information, please contact:

Brad Kopp

Senior Vice President, Investor Relations

Silver Wheaton Corp.

Tel: 1-800-380-8687

Email: info@silverwheaton.com

Website: www.silverwheaton.com

EX-99.2

Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Three Months Ended March 31, 2012

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 months ended March 31, 2012 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 2011 audited consolidated financial statements, the related MD&A and the 2011 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 27 of this MD&A. All figures are presented in United States dollars unless otherwise noted.  This MD&A has been prepared as of May 11, 2012.

Highlights

·   Attributable silver equivalent production for the three months ended March 31, 2012 of 6.7 million ounces (6.6 million ounces of silver and 2,100 ounces of gold), representing an increase of 8% over the comparable period in 2011.

·   Record silver equivalent sales for the three months ended March 31, 2012 of 6.1 million ounces (5.9 million ounces of silver and 3,900 ounces of gold), representing an increase of 25% over the comparable period in 2011.

·   Record revenue for the three months ended March 31, 2012 of $199.6 million, compared with $158.2 million for the comparable period in 2011, representing an increase of 26%.

·   Net earnings for the three months ended March 31, 2012 of $147.2 million ($0.42 per share), compared with $122.2 million ($0.35 per share) for the comparable period in 2011, representing an increase of 20%.

·   Operating cash flows for the three months ended March 31, 2012 of $163.8 million ($0.46 per share1), compared with $127.2 million ($0.36 per share1) for the comparable period in 2011, representing an increase of 29%.

·   Average cash costs2 for the three months ended March 31, 2012 of $4.08 per silver equivalent ounce, compared with $4.07 per silver equivalent ounce for the comparable period in 2011.

·   Cash operating margin3 for the three months ended March 31, 2012 of $28.51 per silver equivalent ounce, compared with $28.17 per silver equivalent ounce for the comparable period in 2011.

·   As at March 31, 2012, approximately 4.2 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.

·   Barrick Gold Corporation’s (“Barrick”) world-class gold-silver Pascua-Lama project remains on track to commence production in mid-2013, with approximately 70% of the previously announced pre-production capital budget of $4.7 to $5.0 billion committed.  At the end of the first quarter, earthworks in Chile and Argentina were approximately 97% and 73% complete, respectively, with pre-stripping expected to commence during the second quarter. 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 attributable silver production is expected to average nine million ounces annually.

1Refer to discussion on non-IFRS measure (i) on page 14 of this MD&A.

2Refer to discussion on non-IFRS measure (ii) on pages 14 and 15 of this MD&A.

3 Refer to discussion on non-IFRS measure (iii) on page 15 of this MD&A.

SILVER WHEATON 2012 FIRST QUARTER REPORT [1]

·   On March 22, 2012, the Board of Directors declared its first quarterly cash dividend payment for 2012 in the amount of $0.09 per common share, representing 20% of the cash generated by operating activities during the three months ended December 31, 2011.  This quarterly dividend was payable to shareholders of record of the Company’s common shares as of the close of business on April 4, 2012 and was distributed on April 17, 2012.

·   On April 2, 2012, the Company announced its end-of-year 2011 attributable proven and probable reserves of 798 million ounces of silver and 220,000 ounces of gold, attributable measured and indicated resources of 452 million ounces of silver and 380,000 ounces of gold, and attributable inferred resources of 355 million ounces of silver and 70,000 ounces of gold.

Overview

Silver Wheaton Corp. is a mining company which generates its revenue primarily from the sale of silver.  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 14 long-term silver purchase agreements and two long-term precious metal purchase agreements, relating to 19 different mining assets, whereby Silver Wheaton acquires silver and gold production from the counterparties for a per ounce cash payment 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 March 31, 2012, the per ounce price paid by the Company for silver and gold under the agreements averaged $4.02 and $303, respectively.  The primary drivers of the Company’s financial results are the volume of silver production at the various mines and the price of silver realized by Silver Wheaton upon sale.

Outlook

Silver Wheaton is the largest silver streaming company in the world. Based upon its current agreements, forecast 2012 attributable production is approximately 27 million silver equivalent ounces, including 16,500 ounces of gold. By 2016, annual attributable production is anticipated to increase significantly to approximately 43 million silver equivalent ounces, including 35,000 ounces of gold. This growth is driven by the Company’s portfolio of world-class assets, including silver streams on Goldcorp Inc.’s Peñasquito mine and Barrick’s Pascua-Lama project.

At March 31, 2012, the Company had approximately $997 million of cash on hand and $400 million of available credit under its revolving bank debt facility.  This cash and available credit, together with strong operating cash flows, positions the Company well to execute on its growth strategy of acquiring additional accretive silver and precious metal stream interests.

SILVER WHEATON 2012 FIRST 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	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
Zinkgruvan	Lundin	Sweden	$	77,866		100%	-	Life of Mine	8-Dec-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
Cozamin	Capstone	Mexico	$	41,959	5	100%	-	10 years	4-Apr-07
Barrick			$	625,000	7
Pascua-Lama	Barrick	Chile/Argentina				25%	-	Life of Mine	8-Sep-09
Lagunas Norte	Barrick	Peru				100%	-	4 years 8	8-Sep-09
Pierina	Barrick	Peru				100%	-	4 years 8	8-Sep-09
Veladero	Barrick	Argentina				100% 9	-	4 years 8	8-Sep-09
Other			$	544,303
Los Filos	Goldcorp	Mexico	$	4,463	3	100%	-	25 years	15-Oct-04
Stratoni	Eldorado Gold 10	Greece	$	57,500		100%	-	Life of Mine	23-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	11	100%	100%	Life of Mine	11-Feb-10
Loma de La Plata	Pan American	Argentina	$	43,289	12	12.5%	-	Life of Mine	n/a 13

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)   As more fully described in Note 10 to the financial statements, Silver Wheaton will make total upfront cash payments of $625 million payable in installments, of which $487.5 million has been paid to date. The remaining $137.5 million is payable on the third anniversary of the transaction.  The financial liability relating to these future payments has been discounted using an annual discount rate of 6.9%, which represents management’s best estimate of the market rate of interest at which the Company could borrow money under similar terms and conditions at the time the agreement was entered into.

8)   Barrick will deliver to Silver Wheaton silver production from the currently producing mines until December 31, 2013.  In addition, during 2014 and 2015, Silver Wheaton will be entitled to all or a portion of the silver production from these mines to the extent of any production shortfall relative to the production guarantee levels at Pascua-Lama, until Barrick satisfies the completion guarantee.

9)   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.

10)   95% owned by Eldorado Gold Corporation.

11)   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.

12)   Comprised of $10.9 million allocated to the silver interest upon the Silverstone Acquisition in addition to $32.4 million, the payment of which is contingent upon the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.

13)   Definitive terms of the agreement are in the process of being finalized.

SILVER WHEATON 2012 FIRST 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.

As of March 31, 2012, the Company has received approximately 47 million ounces of silver related to San Dimas under the agreement, generating cumulative operating cash flows of $569 million.  As at December 31, 2011, the San Dimas mine had proven and probable silver reserves of 31.8 million ounces and inferred silver resources of 60.8 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

As per Primero's March 28, 2012 disclosure, in an effort to improve mine planning and expand long-term production levels at its San Dimas mine, Primero elected to utilize block modeling to estimate its mineral reserves and resources rather than the polygonal method, which it had used historically. The estimates made using this new approach resulted in a reduction in both silver reserves and inferred resources at the San Dimas mine, as of December 31, 2011.

Primero's disclosure also states that there is significant exploration potential at San Dimas beyond the stated mineral reserves and resources, some of which has been reported as mineral potential. Further details can be found in their March 28, 2012 disclosure. Primero believes that the new estimation approach will improve mine planning, and that further drilling and mine development will result in mineral resources being converted to mineral reserves, a reasonable amount of the exploration potential being converted to inferred resources, and new mineral discoveries being realized.

Zinkgruvan

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.

As of March 31, 2012, the Company has received approximately 13 million ounces of silver related to the Zinkgruvan mine under the agreement, generating cumulative operating cash flows of $166 million.  As at June 30, 2011, Zinkgruvan had proven and probable silver reserves of 34.8 million ounces, measured and indicated silver resources of 17.4 million ounces and inferred silver resources of 13.3 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, 2012, representing the six year anniversary, was 13.0 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.

SILVER WHEATON 2012 FIRST QUARTER REPORT [4]

Since mid 2009, concentrate shipments from the Yauliyacu mine have been affected by the shut-down of the Doe Run Peru La Oroya smelter, the largest buyer of the bulk concentrate produced at the mine.  Since that time, alternative smelting arrangements have been made by Glencore for a portion of the stockpiled bulk concentrates at Yauliyacu, leading to an inconsistent delivery schedule and delaying the eventual complete reduction of this bulk concentrate. In the second quarter of 2011, Glencore began producing separate, and more marketable, copper and lead concentrates, replacing the bulk concentrate. The consistency and quantity of these new concentrates has now stabilized, with more consistent silver deliveries to Silver Wheaton from the copper concentrates expected in future quarters.  Discussions between Glencore and prospective offtakers for the new lead concentrates are ongoing, and until such offtake agreements are established, sales of lead concentrates will continue to have an inconsistent delivery schedule.   As at March 31, 2012, approximately 1.7 million ounces of cumulative payable silver ounces have been produced at Yauliyacu but not yet delivered to the Company. Approximately 0.3 million ounces is attributable to the bulk concentrate, while 1.4 million ounces is attributable to the new copper and lead concentrates.

As of March 31, 2012, the Company has received in excess of 15 million ounces of silver related to the Yauliyacu mine under the agreement, generating cumulative operating cash flows of $200 million.  As at June 30, 2011, Yauliyacu had proven and probable silver reserves of 12.4 million ounces, measured and indicated silver resources of 40.3 million ounces and inferred silver resources of 72.7 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

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 press release dated March 28, 2012, the high pressure grinding roll supplemental feed system at the Peñasquito mine was successfully commissioned during the first quarter of 2012.  Throughput in the last three weeks of March 2012 averaged over 110,000 tonnes per day including record throughput of 143,000 tonnes on March 13, 2012. In the ten days prior to mid-April, throughput averaged 123,000 tonnes per day. Activities at Peñasquito over the balance of 2012 will focus on further optimization of the processing line.  Peñasquito will become Silver Wheaton’s largest contributor of silver production in 2012, with forecast attributable silver production of approximately 7 million ounces.  As at March 31, 2012, approximately 1.3 million ounces of cumulative payable silver ounces have been produced at Peñasquito but not yet delivered to the Company.

As of March 31, 2012, the Company has received 9 million ounces of silver related to the Peñasquito mine under the agreement, generating cumulative operating cash flows of $222 million.  As at December 31, 2011, the Company’s 25% share of the Peñasquito proven and probable silver reserves was 240.1 million ounces, measured and indicated silver resources was 66.4 million ounces and inferred silver resources was 11.1 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 metal 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 March 31, 2012, the Company has received in excess of 0.4 million ounces of silver and 65,000 ounces of gold related to the Minto mine under the agreement, generating cumulative operating cash flows of $75 million.  As at December 31, 2011, Minto had proven and probable reserves of 1.8 million ounces of silver and 220,000 ounces of gold, measured and indicated resources of 3.9 million ounces of silver and 380,000 ounces of gold and inferred resources of 0.8 million ounces of silver and 70,000 ounces of gold (as described in the Attributable Reserves and Resources section of this MD&A).

Cozamin

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.

SILVER WHEATON 2012 FIRST QUARTER REPORT [5]

As of March 31, 2012, the Company has received 4 million ounces of silver related to the Cozamin mine under the agreement, generating cumulative operating cash flows of $86 million.  As at December 31, 2011, Cozamin had proven and probable silver reserves of 9.8 million ounces (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 Gold Corporation (“Barrick”) to acquire an amount equal to 25% of the life of mine silver production from its Pascua-Lama project, as well as 100% of the silver production from its Lagunas Norte, Pierina and Veladero1 mines (the “Barrick mines”) until the end of 2013.   Silver Wheaton will make total upfront cash payments of $625 million, of which $487.5 million has been paid to date. The remaining $137.5 million is due on the third anniversary of the transaction.

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.  During 2014 and 2015, Silver Wheaton will be entitled to the silver production from the currently producing mines to the extent of any production shortfall at Pascua-Lama, until Barrick satisfies the completion guarantee. If the requirements of the completion guarantee have not been satisfied by December 31, 2015, 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 the date of that event.

As stated by Barrick in its first quarter 2012 MD&A, the Pascua-Lama project remains on track to commence production in mid-2013, with over 70% of the previously announced pre-production capital budget of $4.7 to $5.0 billion committed.  At the end of the first quarter, earthworks in Chile and Argentina were approximately 97% and 73% complete, respectively, with pre-stripping expected to commence during the second quarter. 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 attributable silver production is expected to average nine million ounces annually.

In November 2010, a federal glacier protection law came into force that bans new mining exploration and exploitation activities on glaciers and in the “peri-glacial” environment, and subjects ongoing mining activities to an environmental audit.  If such an audit identifies significant impacts on glaciers and the peri-glacial environment, the relevant authority is empowered to take action, which, according to the legislation, could include the suspension or relocation of the activity.  In November 2010, the Federal Court in the Province of San Juan granted injunctions based on the unconstitutionality of the federal law, suspending the application of the federal law in the Province of San Juan and in particular to Veladero and Pascua-Lama.  As stated by Barrick in its financial statements for the three months ended March 31, 2012, the National Supreme Court of Justice of Argentina issued a decision determining that this case falls within its jurisdiction.  The National State filed a remedy seeking revocation of the November 2010 injunction suspending the application of the federal law in the Province of San Juan, which Barrick answered in June 2011.

As of March 31, 2012, the Company has received 7 million ounces of silver related to the Barrick mines under the agreement, generating cumulative operating cash flows of $161 million.  As at December 31, 2011, 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 silver resources contained in the Lagunas Norte, Pierina, and Veladero mines is 40.2 million ounces of proven and probable silver reserves.

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;

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 2012 FIRST QUARTER REPORT [6]

ii.   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;

iii.   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;

iv.   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;

v.   On March 17, 2008, the Company entered into an agreement with Mercator Minerals Ltd. (“Mercator”) to acquire an amount equal to 100% of the life of mine silver production from its Mineral Park mine in the United States;

vi.   On May 13, 2008, the Company entered into an agreement with Farallon Mining Ltd., which was acquired by Nyrstar NV 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;

vii.   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;

viii.   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 in the United States; and

ix.   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.

As of March 31, 2012, the Company has received 12 million ounces of silver under these agreements, generating cumulative operating cash flows of $230 million.

As at December 31, 2011, unless otherwise noted1, these silver and gold interests had proven and probable silver reserves of 257.6 million ounces, measured and indicated silver resources of 277.4 million ounces and inferred silver resources of 191.9 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

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 March 31, 2012:

	March 31			December 31
(in thousands)	2012			2011
Common shares held		$	138,332		$	149,039
Warrants held			3,257			2,582
		$	141,589		$	151,621

 

1Mineral reserves and mineral resources are reported as of December 31, 2011, other than as disclosed in footnote 6 to the Attributable Reserves and Resources tables on page 25 of this MD&A.

SILVER WHEATON 2012 FIRST QUARTER REPORT [7]

Common Shares Held

	March 31 2012						December 31 2011
(in thousands)		Fair Value		Fair Value Adjustment Gains (Losses) Included in OCI			Fair Value
Bear Creek		$	47,396		$	1,225		$	46,171
Revett			21,142			(2,651)			23,793
Sabina			32,672			(11,505)			44,177
Other			37,122			2,224			34,898
		$	138,332		$	(10,707)		$	149,039

Warrants Held

	March 31 2012						December 31 2011
(in thousands)		Fair Value		Fair Value Adjustment Gains (Losses) Included in Net Earnings			Fair Value
Revett		$	606		$	(135)		$	741
Other			2,651			810			1,841
		$	3,257		$	675		$	2,582

The Company’s long-term investments in common shares held 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.

While long-term investments in warrants held 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 (Income) Expense.  Warrants that are not listed on a stock exchange have been valued using a Black-Scholes option pricing model.

During the three months ended March 31, 2012, the value of the Company’s long-term investments in common shares held declined by $10.7 million.  This decline was largely driven by the $11.5 million decrease in the value of the Company’s investment in Sabina Gold & Silver Corp.

As a result of the decline in the fair value of its long-term investments in common shares held, during the three months ended March 31, 2012, the Company recorded a $1.5 million deferred income tax recovery being reflected as a component of other comprehensive income.

SILVER WHEATON 2012 FIRST QUARTER REPORT [8]

Summary of Ounces Produced and Sold

	2012	2011				2010
(in thousands)	Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
Silver ounces produced 1
San Dimas 2	1,692	1,578	1,251	1,150	1,606	1,586	1,255	1,110
Zinkgruvan	642	390	379	414	508	428	508	478
Yauliyacu	550	583	608	674	683	651	633	692
Peñasquito	1,365	1,633	1,162	1,282	1,207	1,260	1,109	866
Cozamin	405	433	395	414	325	335	381	286
Barrick 3	667	723	794	741	722	458	682	697
Other 4	1,288	1,389	1,272	1,153	1,088	1,245	1,069	1,240
	6,609	6,729	5,861	5,828	6,139	5,963	5,637	5,369
Silver equivalent ounces of gold produced 5
Minto	107	202	257	261	97	205	402	522
Silver equivalent ounces produced	6,716	6,931	6,118	6,089	6,236	6,168	6,039	5,891
Silver ounces sold
San Dimas 2	1,701	1,488	1,232	1,149	1,748	1,438	1,274	1,076
Zinkgruvan	517	425	319	401	321	421	635	313
Yauliyacu	497	655	11	471	120	470	87	517
Peñasquito	1,189	851	1,382	961	941	1,169	692	656
Cozamin	376	374	335	281	271	411	306	412
Barrick 3	656	755	747	726	680	482	533	727
Other 4	992	1,230	770	862	741	1,139	750	943
	5,928	5,778	4,796	4,851	4,822	5,530	4,277	4,644
Silver equivalent ounces of gold sold 5
Minto	198	196	316	227	83	127	411	496
Silver equivalent ounces sold	6,126	5,974	5,112	5,078	4,905	5,657	4,688	5,140
Gold / silver ratio 5	51.2	51.9	50.4	40.1	33.0	49.7	57.7	65.4
Cumulative payable silver equivalent ounces produced but not yet delivered 6	4,166	4,127	3,805	3,537	3,018	2,275	2,174	1,403

1)   Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions.  Certain production figures are based on management estimates.

2)   Beginning in the third quarter of 2010, 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, Mineral Park, Neves-Corvo, Stratoni, Keno Hill, Minto, Aljustrel and Campo Morado silver interests in addition to the previously owned La Negra and San Martin silver interests.

5)   Gold ounces produced and sold are converted to a silver equivalent basis on 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.

6)   Based on management estimates.

SILVER WHEATON 2012 FIRST QUARTER REPORT [9]

Quarterly Financial Review

	2012			2011												2010
	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
Total silver ounces sold (000's)			5,928			5,778			4,796			4,851			4,822			5,530			4,277			4,644
Average realized silver price 1		$	32.58		$	32.09		$	36.44		$	38.38		$	32.00		$	26.41		$	19.51		$	18.46
Silver sales (000's)		$	193,162		$	185,401		$	174,733		$	186,191		$	154,304		$	146,030		$	83,409		$	85,759
Total gold ounces sold			3,860			3,777			6,280			5,674			2,524			2,562			7,127			7,584
Average realized gold price 1		$	1,678		$	1,712		$	1,666		$	1,509		$	1,537		$	1,384		$	1,323		$	1,219
Gold sales (000's)		$	6,476		$	6,466		$	10,462		$	8,561		$	3,879		$	3,547		$	9,425		$	9,245
Total silver equivalent ounces sold (000's) 2			6,126			5,974			5,112			5,078			4,905			5,657			4,688			5,140
Average realized silver equivalent price 1, 2		$	32.59		$	32.12		$	36.23		$	38.35		$	32.24		$	26.44		$	19.81		$	18.48
Total sales (000's)		$	199,638		$	191,867		$	185,195		$	194,752		$	158,183		$	149,577		$	92,834		$	95,004
Average cash cost, silver 1, 3		$	4.02		$	4.01		$	3.99		$	3.98		$	3.98		$	3.97		$	3.98		$	3.97
Average cash cost, gold 1, 3		$	303		$	301		$	300		$	300		$	300		$	300		$	300		$	300
Average cash cost, silver equivalent 1, 2, 3		$	4.08		$	4.06		$	4.12		$	4.14		$	4.07		$	4.02		$	4.09		$	4.03
Net earnings (000's)		$	147,181		$	144,747		$	135,040		$	148,065		$	122,176		$	63,899		$	23,670		$	15,253
Add back - loss on fair value adjustment of Canadian dollar share purchase warrants issued			-			-			-			-			-			56,832			45,276			37,408
Adjusted net earnings 4 (000's)		$	147,181		$	144,747		$	135,040		$	148,065		$	122,176		$	120,731		$	68,946		$	52,661
Earnings per share
Basic		$	0.42		$	0.41		$	0.38		$	0.42		$	0.35		$	0.18		$	0.07		$	0.04
Diluted		$	0.41		$	0.41		$	0.38		$	0.42		$	0.34		$	0.18		$	0.07		$	0.04
Adjusted earnings per share 4
Basic		$	0.42		$	0.41		$	0.38		$	0.42		$	0.35		$	0.35		$	0.20		$	0.15
Diluted		$	0.41		$	0.41		$	0.38		$	0.42		$	0.34		$	0.34		$	0.20		$	0.15
Cash flow from operations (000's)		$	163,811		$	163,714		$	167,236		$	168,281		$	127,196		$	124,675		$	70,473		$	66,978
Cash flow from operations per share 5
Basic		$	0.46		$	0.46		$	0.47		$	0.48		$	0.36		$	0.36		$	0.20		$	0.20
Diluted		$	0.46		$	0.46		$	0.47		$	0.47		$	0.36		$	0.36		$	0.20		$	0.19
Dividends
Dividends declared		$	31,829 6		$	31,814		$	10,603		$	10,599		$	10,595		$	-		$	-		$	-
Dividends declared per share		$	0.09		$	0.09		$	0.03		$	0.03		$	0.03		$	-		$	-		$	-
Total assets (000's)		$	3,005,839		$	2,872,335		$	2,760,675		$	2,807,346		$	2,757,065		$	2,635,383		$	2,363,943		$	2,379,790
Total liabilities (000's)		$	242,873		$	218,118		$	229,676		$	359,544		$	363,131		$	373,434		$	507,077		$	613,115
Total shareholders' equity (000's)		$	2,762,966		$	2,654,217		$	2,530,999		$	2,447,802		$	2,393,934		$	2,261,949		$	1,856,866		$	1,766,675

1)   Expressed as United States dollars per ounce.

2)   Gold ounces sold are converted to a silver equivalent basis on 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.

3)   Refer to discussion on non-IFRS measure (ii) on pages 14 and 15 of this MD&A.

4)   Refer to discussion on non-IFRS measure (iv) on page 16 of this MD&A.

5)   Refer to discussion on non-IFRS measure (i) on page 14 of this MD&A.

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, as well as acquisitions of silver purchase agreements and the commencement of operations of mines under construction.

SILVER WHEATON 2012 FIRST QUARTER REPORT [10]

Results of Operations and Operational Review

The Company currently has nine business segments: the silver produced by the San Dimas, Zinkgruvan, Yauliyacu, Peñasquito, Cozamin, Barrick and Other mines, the gold produced by the Minto mine and corporate operations.

Three Months Ended March 31, 2012
	Ounces Produced 2	Ounces Sold	Sales		Average Realized Price ($'s Per Ounce)		Average Cash Cost ($'s Per Ounce) 3		Average Depletion ($'s Per Ounce)		Net Earnings		Cash Flow From Operations		Total Assets
Silver
San Dimas 4	1,692	1,701	$	55,566	$	32.66	$	4.09	$	0.79	$	47,267	$	48,606	$	166,188
Zinkgruvan	642	517		16,938		32.73		4.14		1.68		13,927		13,495		56,771
Yauliyacu	550	497		15,586		31.36		4.02		5.02		11,094		13,588		227,518
Peñasquito	1,365	1,189		38,760		32.61		3.99		2.96		30,500		34,018		501,455
Cozamin	405	376		12,609		33.58		4.08		4.05		9,557		10,139		23,595
Barrick 5	667	656		21,503		32.80		3.90		4.34		16,100		18,946		600,651
Other 6	1,288	992		32,200		32.44		3.95		3.99		24,320		27,051		247,933
	6,609	5,928	$	193,162	$	32.58	$	4.02	$	2.79	$	152,765	$	165,843	$	1,824,111
Gold
Minto	2,088	3,860		6,476		1,678		303		171		4,648		5,149		33,001
Silver equivalent 7	6,716	6,126	$	199,638	$	32.59	$	4.08	$	2.81	$	157,413	$	170,992	$	1,857,112
Corporate
General and administrative											$	(7,564)
Other												(2,668)
Total corporate											$	(10,232)	$	(7,181)	$	1,148,727
	6,716	6,126	$	199,638	$	32.59	$	4.08	$	2.81	$	147,181	$	163,811	$	3,005,839

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.  Certain production figures are based on management estimates.

3)   Refer to discussion on non-IFRS measure (ii) on pages 14 and 15 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, Keno Hill, Mineral Park, 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 on 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.

SILVER WHEATON 2012 FIRST QUARTER REPORT [11]

Three Months Ended March 31, 2011
	Ounces Produced 2	Ounces Sold	Sales		Average Realized Price ($'s Per Ounce)		Average Cash Cost ($'s Per Ounce) 3		Average Depletion ($'s Per Ounce)		Net Earnings		Cash Flow From Operations		Total Assets
Silver
San Dimas 4	1,606	1,748	$	58,371	$	33.39	$	4.04	$	0.71	$	50,051	$	50,203	$	170,274
Zinkgruvan	508	321		11,049		34.41		4.08		1.69		9,195		9,606		59,578
Yauliyacu	683	120		3,523		29.36		3.98		5.02		2,443		3,045		235,718
Peñasquito	1,207	941		27,020		28.72		3.90		2.41		21,085		23,351		512,664
Cozamin	325	271		8,651		31.87		4.04		4.62		6,299		7,776		29,694
Barrick 5	722	680		21,663		31.84		3.90		3.55		16,595		17,451		597,453
Other 6	1,088	741		24,027		32.44		3.93		3.95		18,186		20,184		264,138
	6,139	4,822	$	154,304	$	32.00	$	3.98	$	2.33	$	123,854	$	131,616	$	1,869,519
Gold
Minto	2,925	2,524		3,879		1,537		300		168		2,697		2,870		36,322
Silver equivalent 7	6,236	4,905	$	158,183	$	32.24	$	4.07	$	2.38	$	126,551	$	134,486	$	1,905,841
Corporate
General and administrative											$	(6,501)
Other												2,126
Total corporate											$	(4,375)	$	(7,290)	$	851,224
	6,236	4,905	$	158,183	$	32.24	$	4.07	$	2.38	$	122,176	$	127,196	$	2,757,065

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.  Certain production figures are based on management estimates.

3)   Refer to discussion on non-IFRS measure (ii) on pages 14 and 15 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, Keno Hill, Mineral Park, 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 on 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.

For the three months ended March 31, 2012, attributable silver equivalent production was 6.7 million ounces (6.6 million ounces of silver and 2,100 ounces of gold), compared with 6.2 million ounces (6.1 million ounces of silver and 2,900 ounces of gold) for the comparable period in 2011, with the variance being primarily attributable to the following factors:

·   158,000 ounce (13%) increase related to the Peñasquito mine reflecting the continued ramping up of milling operations; and

·   79,000 ounce (24%) increase related to the Cozamin mine as production has increased due to the gradual shift away from the Avoca zone to the 13C blocks; and

·   134,000 ounce (26%) increase related to the Zinkgruvan mine, achieved through record milled performance; and

·   199,000 ounce (18%) increase related to Other mines, primarily attributable to (i) the Bellekeno mine in the Keno Hill silver district, which continues to successfully ramp up production as it enters its second full year of commercial production; (ii) the Mineral Park mine, which had increased production related to the successful completion of the Phase II mill expansion in the third quarter of 2011; and (iii) the Stratoni mine, which had increased production as a result of developing past the poor geotechnical conditions encountered in the first quarter of 2011; partially offset by

·   132,000 ounce (19%) decrease related to the Yauliyacu mine reflecting lower head grades related to decrease mining of the high grade veins.

SILVER WHEATON 2012 FIRST QUARTER REPORT [12]

For the three months ended March 31, 2012, net earnings and cash flow from operations were $147.2 million and $163.8 million, respectively, compared with $122.2 million and $127.2 million for the comparable period in 2011, with the variance in net earnings being primarily attributable to the following factors:

·   $31.5 million increase as a result of a 25% increase in the number of silver equivalent ounces sold, primarily related to:

i.   $11.1 million increase as a result of the timing of shipments of stockpiled concentrate, primarily relating to Zinkgruvan, Minto and Campo Morado; and

ii.   $7.7 million increase as a result of a 314% increase in silver deliveries from Yauliyacu, with the results for the three months ended March 31, 2011 being adversely impacted by the shipment delays resulting from the shutdown of the Doe Run smelter; and

iii.   $5.6 million increase as a result of a 26% increase in silver deliveries from Peñasquito, reflecting the continued ramping up of milling operations; and

iv.   $2.4 million increase as a result of a 38% increase in silver deliveries from Cozamin, reflecting an increase in production, as discussed above; and

v.   $2.0 million increase as a result of a 202% increase in silver deliveries from Keno Hill, reflecting an increase in production, as discussed above; and

vi.   $1.3 million increase as a result of a 46% increase in silver deliveries from Mineral Park, reflecting an increase in production, as discussed above; and

·   $2.1 million increase as a result of a 1% increase in the average realized selling price per silver equivalent ounce; and

·   $5.9 million decrease as a result of an increase in corporate costs, as explained in the Corporate Costs section of this MD&A ($0.1 million decrease from a cash flow perspective).

Corporate Costs

	Three Months Ended March 31
(in thousands)	2012		2011
General and administrative	$	5,905	$	5,246
Equity settled stock based compensation (a non-cash item)		1,659		1,255
Total general and administrative	$	7,564	$	6,501
Foreign exchange gain		(30)		(4)
Other (income) expense		(650)		140
Income tax expense (recovery)		3,348		(2,262)
Total corporate costs	$	10,232	$	4,375

For the three months ended March 31, 2012, corporate costs increased by $5.9 million over the comparable period in the previous year, primarily due to the following:

·   An income tax expense of $3.3 million, which includes a non-cash deferred income tax expense of $3.1 million recorded during the period attributable primarily to (i) income from Canadian operations and (ii) the reversal of previously recognized deferred income tax assets as a result of the decline in fair value of long-term investments in common shares held.  This compared to an income tax recovery of $2.3 million in the comparable period of the previous year, which included a non-cash deferred income tax recovery of $2.5 million; and

SILVER WHEATON 2012 FIRST QUARTER REPORT [13]

·   An increase in general and administrative costs of $0.7 million, primarily due to an increase in charitable donations; and

·   An increase in equity settled stock based compensation (a non-cash item) of $0.4 million; partially offset by

·   An increase in Other Income of $0.8 million, primarily attributable to a $0.7 million non-cash, fair value gain recorded during the three months ended March 31, 2012 on the Company’s investments in share purchase warrants.

The Company incurred interest costs of $2.4 million during the three months ended March 31, 2012, of which $2.2 million represents accreted interest on the future payments due in relation to the Barrick silver interest, with the remainder being attributable to interest on bank debt.  During the three months ended March 31, 2011, the Company incurred interest costs of $4.6 million, of which $4.3 million represents accreted interest on the future 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 months ended March 31, 2012 and 2011 were capitalized in relation to the Barrick silver interest.

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; (iii) cash operating margin; and (iv) adjusted net earnings and adjusted net earnings per share.

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 March 31
(in thousands, except for per share amounts)		2012		2011
Cash generated by operating activities		$	163,811	$	127,196
Divided by:
Basic weighted average number of shares outstanding			353,529		352,898
Diluted weighted average number of shares outstanding			355,943		355,903
Equals:
Operating cash flow per share - basic		$	0.46	$	0.36
Operating cash flow per share - diluted		$	0.46	$	0.36

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.

SILVER WHEATON 2012 FIRST QUARTER REPORT [14]

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

	Three Months Ended March 31
(in thousands, except for gold ounces sold and per ounce amounts)		2012		2011
Cost of sales		$	42,225	$	31,632
Less:  depletion			(17,206)		(11,684)
Cash cost of sales		$	25,019	$	19,948
Cash cost of sales is comprised of:
Total cash cost of silver sold		$	23,849	$	19,191
Total cash cost of gold sold			1,170		757
Total cash cost of sales		$	25,019	$	19,948
Divided by:
Total silver ounces sold			5,928		4,822
Total gold ounces sold			3,860		2,524
Total silver equivalent ounces sold 1			6,126		4,905
Equals:
Average cash cost of silver (per ounce)		$	4.02	$	3.98
Average cash cost of gold (per ounce)		$	303	$	300
Average cash cost (per silver equivalent ounce 1)		$	4.08	$	4.07

1)   Gold ounces sold are converted to a silver equivalent basis on the ratio of the average silver price received to the average gold price received during the period from the assets that produce both silver and gold.

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 March 31
(in thousands, except for per ounce amounts)		2012		2011
Average realized selling price of silver and gold
Sales		$	199,638	$	158,183
Divided by - total silver equivalent ounces sold 1			6,126		4,905
Equals - average realized price ($'s per silver equivalent ounce 1)		$	32.59	$	32.24
Less - average cash cost ($'s per silver equivalent ounce 1)			(4.08)		(4.07)
Cash operating margin per silver equivalent ounce		$	28.51	$	28.17

1)   Gold ounces sold are converted to a silver equivalent basis on the ratio of the average silver price received to the average gold price received during the period from the assets that produce both silver and gold.

SILVER WHEATON 2012 FIRST QUARTER REPORT [15]

iv.   Adjusted net earnings and adjusted net earnings per share is calculated by removing the effects of the non-cash, fair value adjustment on the Company’s previously issued and outstanding share purchase warrants, which had an exercise price denominated in Canadian dollars, from net earnings of the Company.  These warrants are classified as a financial liability with any fair value adjustments being reflected as a component of net earnings.  This accounting treatment was applicable to the warrants which expired or were exercised prior to December 22, 2010.  The Company believes that, in addition to conventional measures prepared in accordance with IFRS, the Company and certain investors use this information to evaluate the Company’s performance.

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.

Liquidity and Capital Resources

As at March 31, 2012, the Company had cash and cash equivalents of $997.5 million (December 31, 2011 - $840.2 million) and working capital of $805.1 million (December 31, 2011 – $677.3 million).  The Company invests surplus cash in short-term, high credit quality, money market instruments.

In addition to cash on hand, the Company has $400 million available under its revolving bank debt facility as at March 31, 2012, as more fully described in Note 9 to the financial statements.  In the opinion of management, cash flows, cash balances and available credit facilities are sufficient to support the Company’s normal operating requirements on an ongoing basis.

During the three months ended March 31, 2012, the Company generated operating cash flows of $163.8 million compared with $127.2 million during the comparable period of 2011, with the increase being primarily attributable to an increase in silver equivalent ounces sold.

During the three months ended March 31, 2012, the Company had net cash outflows from financing activities of $6.2 million, which was primarily comprised of a scheduled principal repayment of $7.1 million relating to the Company’s term loan, partially offset by proceeds in the amount of $0.9 million from share purchase options and share purchase warrants exercised during the period.  During the three months ended March 31, 2011, the Company had net cash outflows from financing activities of $13.3 million, primarily comprised of dividend payments in the amount of $10.6 million as well as a scheduled principal repayment of $7.1 million relating to the Company’s term loan, partially offset by proceeds in the amount of $4.5 million from share purchase options and share purchase warrants exercised during the period.

During the three months ended March 31, 2012, the Company had net cash outflows relating to investing activities of $0.4 million, which was primarily related to the interest costs capitalized to the Barrick silver interest.  During the three months ended March 31, 2011, the Company had net cash inflows relating to investing activities of $21.4 million, primarily related to proceeds received from the sale of 1.8 million common shares of Ventana Gold Corp.

As at March 31, 2012, the Company has $400 million available under its revolving bank debt facility as more fully described in Note 9 to the financial statements.  In the opinion of management, cash balances, cash flows and available credit facilities are sufficient to support the Company’s normal operating requirements on an ongoing basis.

SILVER WHEATON 2012 FIRST QUARTER REPORT [16]

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 silver purchase agreements or precious metal purchase agreements:

Silver and Gold Interests	Attributable Payable Production to be Purchased		Per Ounce Cash Payment 1,2				Term of Agreement	Date of Contract
	Silver	Gold	Silver		Gold
San Dimas	100% 3	-	$	4.08		n/a	Life of Mine	15-Oct-04
Zinkgruvan	100%	-	$	4.14		n/a	Life of Mine	8-Dec-04
Yauliyacu	100% 4	-	$	4.02		n/a	20 years	23-Mar-06
Peñasquito	25%	-	$	3.99		n/a	Life of Mine	24-Jul-07
Minto	100%	100% 5	$	3.94	$	303	Life of Mine	1-Dec-08
Cozamin	100%	-	$	4.08 6		n/a	10 years	4-Apr-07
Barrick
Pascua-Lama	25%	-	$	3.90		n/a	Life of Mine	8-Sep-09
Lagunas Norte	100%	-	$	3.90		n/a	4 years 7	8-Sep-09
Pierina	100%	-	$	3.90		n/a	4 years 7	8-Sep-09
Veladero	100% 8	-	$	3.90		n/a	4 years 7	8-Sep-09
Other
Los Filos 3	100%	-	$	4.13		n/a	25 years	15-Oct-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%	-	$	3.98		n/a	50 years	5-Jun-07
Stratoni	100%	-	$	4.02		n/a	Life of Mine	23-Apr-07
Campo Morado	75%	-	$	3.90		n/a	Life of Mine	13-May-08
Aljustrel	100%	-	$	3.94		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

1)   Subject to an annual inflationary adjustment with the exception of Loma de La Plata.

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, 2012, representing the six year anniversary, was 13.0 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 payment per ounce of silver delivered from the Cozamin mine may be subject to price adjustments in certain circumstances, the effects of which are being reviewed.  Management believes that ultimately no adjustment will be necessary and, as a result, no provision has been made in these financial statements for any such adjustment.

7)   The Company is committed to purchase silver production from the currently producing mines until December 31, 2013.  In addition, during 2014 and 2015, the Company is committed to purchase all or a portion of the silver production from these mines to the extent of any production shortfall relative to the production guarantee levels at Pascua-Lama, until Barrick satisfies the completion guarantee.

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 2012 FIRST QUARTER REPORT [17]

Other Contractual Obligations

		Obligations With Scheduled Payment Dates									Contingent Obligations
(in thousands)	2012		2013 - 2015		2016 - 2017		After 2017		Sub-Total				Total
Bank debt	$	21,420	$	50,060	$	-	$	-	$	71,480	$	-	$	71,480
Interest on bank debt 1		665		822		-		-		1,487		-		1,487
Silver interest payments
Barrick		137,500		-		-		-		137,500		-		137,500
Rosemont 2		-		-		-		-		-		230,000		230,000
Loma de La Plata 2		-		-		-		-		-		32,400		32,400
Operating leases		374		1,553		600		-		2,527		-		2,527
Dividends payable 3		31,829		-		-		-		31,829		-		31,829
Total contractual obligations	$	191,788	$	52,435	$	600	$	-	$	244,823	$	262,400	$	507,223

1)   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.

2)   See the Contingencies section of this MD&A.

3)   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.

Contingencies

In connection with the Rosemont precious metal 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.

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.

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.  Based on information available to management at May 11, 2012, 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 period that such changes occur.

Share Capital

During the three months ended March 31, 2012, the Company received cash proceeds of $924,000 from the exercise of 68,400 share purchase options at a weighted average exercise price of Cdn$13.49 per option.  For the comparable period in 2011, the Company received proceeds of $4.4 million from the exercise of 376,906 share purchase options at a weighted average exercise price of Cdn$11.34 per option.

As of May 11, 2012, there were 353,654,753 outstanding common shares, 2,829,894 share purchase options, 139,491 restricted share units and 2,712,740 share purchase warrants.

SILVER WHEATON 2012 FIRST QUARTER REPORT [18]

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 March 31, 2012.

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

IFRS 7 – Financial Instruments (amended 2010)

In October, 2010, the International Accounting Standards Board (“IASB”) issued amendments to IFRS 7 – Financial Instruments: Disclosures, which improves the disclosure requirements in relation to transferred financial assets.  This amendment is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2012.  The adoption of this amended standard did not result in a material impact on the Company’s consolidated financial statements.

IAS 12 – Income Taxes (amended 2010)

In December, 2010, the IASB issued amendments to IAS 12 – Income Taxes, which provides a practical solution to determining the recovery of investment properties as it relates to the accounting for deferred income taxes.  This amendment is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2012.  The adoption of this amended 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 July 1, 2012:

·   IAS 1 - Presentation of Financial Statements (amended 2011)

Standards required to be applied for periods beginning on or after January 1, 2013:

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

·   IFRS 11 - Joint Arrangements (“IFRS 11”)

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

·   IFRS 13 - Fair Value Measurement

·   IAS 19 – Employee Benefits (amended 2011)

·   IAS 27 - Separate Financial Statements (amended 2011) (“IAS 27”)

·   IAS 28 - Investments in Associates (amended 2011) (“IAS 28”)

·   IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine

SILVER WHEATON 2012 FIRST QUARTER REPORT [19]

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

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

The Company has early adopted IFRS 9 (2009) – Financial Instruments.  Early adoption of the above standards is permitted, however, IFRS 10, IFRS 11, IFRS 12, IAS 27 and IAS 28 must be initially applied concurrently.

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 May 11, 2012, the Board of Directors declared a dividend in the amount of $0.09 per common share, representing 20% of the cash generated by operating activities during the three months ended March 31, 2012, payable to shareholders of record on May 23, 2012.  This dividend is expected to be distributed on or about June 6, 2012.

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 March 31, 2012.  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 March 31, 2012.

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 (“ICFR”) during the three months ended  March 31, 2012 that would materially affect, or is reasonably likely to materially affect, the Company’s ICFR.

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 March 31, 2012.

SILVER WHEATON 2012 FIRST QUARTER REPORT [20]

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 2012 FIRST QUARTER REPORT [21]

Attributable Reserves and Resources (1)

The following tables set forth the estimated Mineral Reserves and Mineral Resources (silver only, except where a purchase agreement includes gold) 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, 2011, unless otherwise noted.

ATTRIBUTABLE PROVEN AND PROBABLE RESERVES (1,2,3,8,15,16)

AS OF DECEMBER 31, 2011 UNLESSOTHERWISE NOTED(6)

	Proven			Probable			Proven & Probable
	Tonnage	Grade	Contained	Tonnage	Grade	Contained	Tonnage	Grade	Contained	Process Recovery % (7)
SILVER	Mt	g/t	Moz	Mt	g/t	Moz	Mt	g/t	Moz
Peñasquito (25%)
Mill	156.6	28.9	145.5	129.3	20.2	83.8	285.9	24.9	229.3	53-65%
Heap Leach	8.3	14.4	3.9	23.0	9.4	6.9	31.4	10.7	10.8	24%
San Dimas(10)	-	-	-	3.5	281.5	31.8	3.5	281.5	31.8	94%
Pascua-Lama (25%)	9.9	59.5	18.9	86.3	54.1	150.2	96.2	54.7	169.1	82%
Lagunas Norte(11)	3.3	3.2	0.3	37.6	3.2	3.9	40.9	3.2	4.2	22%
Pierina(11)	2.1	19.9	1.3	18.9	10.8	6.6	21.0	11.8	8.0	37%
Veladero(11)	3.7	13.4	1.6	61.3	13.4	26.5	65.0	13.4	28.1	6%
Yauliyacu(12)	1.0	99.6	3.3	2.7	105.9	9.1	3.7	104.2	12.4	85%
Neves-Corvo
Copper	23.2	44.0	32.9	4.5	45.0	6.5	27.7	44.2	39.4	35%
Zinc	19.4	67.0	41.7	3.8	64.0	7.8	23.1	66.5	49.5	23%
Rosemont(13)	128.8	4.5	18.5	366.8	3.8	44.5	495.6	3.9	62.9	80%
Mineral Park(13)	293.9	2.7	25.7	74.5	2.9	7.0	368.4	2.8	32.6	49%
Zinkgruvan
Zinc	8.2	103.0	27.2	2.4	60.0	4.7	10.7	93.1	31.9	70%
Copper	2.8	32.0	2.8	0.1	29.0	0.1	2.8	31.9	2.9	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%)	0.7	166.7	3.8	0.1	123.4	0.3	0.8	162.6	4.1	55%
Stratoni	1.7	174.0	9.3	0.1	225.0	0.7	1.8	177.0	10.0	84%
Minto	5.5	5.4	1.0	5.9	4.6	0.9	11.4	5.0	1.8	80%
Cozamin(14)
Copper	0.9	63.0	1.7	4.9	50.7	8.0	5.8	52.5	9.8	74%
Los Filos	81.0	5.2	13.5	231.2	5.4	40.2	312.2	5.3	53.6	5%
Total Silver			354.1			443.5			797.6
GOLD
Minto	5.5	0.69	0.12	5.9	0.51	0.10	11.4	0.60	0.22	74%
Total Gold			0.12			0.10			0.22

SILVER WHEATON 2012 FIRST QUARTER REPORT [22]

ATTRIBUTABLE MEASURED & INDICATED RESOURCES (1,2,3,4,5,9,15,16)

AS OF DECEMBER 31, 2011 UNLESSOTHERWISE 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%)
Mill	34.1	13.1	14.4	128.2	12.4	51.1	162.3	12.6	65.5
Heap Leach	1.0	4.6	0.2	6.2	3.9	0.8	7.2	4.0	0.9
Pascua-Lama (25%)	5.3	24.5	4.2	55.9	23.4	42.1	61.2	23.5	46.3
Yauliyacu(12)	0.7	108.5	2.5	6.1	192.4	37.8	6.8	183.5	40.3
Neves-Corvo
Copper	15.4	53.0	26.2	3.4	51.2	5.6	18.8	52.7	31.8
Zinc	42.7	54.3	74.6	14.5	49.5	23.0	57.2	53.1	97.6
Rosemont(13)	7.2	3.9	0.9	103.0	2.7	8.8	110.2	2.7	9.7
Mineral Park(13)	101.0	2.6	8.4	175.6	2.7	15.2	276.6	2.7	23.6
Zinkgruvan
Zinc	0.9	123.4	3.8	3.3	109.5	11.5	4.2	112.6	15.2
Copper	2.7	24.4	2.1	0.1	38.5	0.1	2.8	24.9	2.2
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%)	2.1	162.1	10.8	4.4	158.0	22.5	6.5	159.3	33.2
Loma de La Plata (12.5%)	-	-	-	3.6	169.0	19.8	3.6	169.0	19.8
Minto	9.4	3.9	1.2	27.2	3.2	2.8	36.5	3.3	3.9
Keno Hill (25%)
Underground	-	-	-	0.3	545.4	4.5	0.3	545.4	4.5
Elsa Tailings	-	-	-	0.6	119.0	2.4	0.6	119.0	2.4
Los Filos	7.9	9.5	2.4	42.7	7.2	9.9	50.6	7.6	12.4
Total Silver			154.2			297.6			451.8
GOLD
Minto	9.4	0.44	0.13	27.2	0.28	0.24	36.5	0.32	0.38
Total Gold			0.13			0.24			0.38

SILVER WHEATON 2012 FIRST QUARTER REPORT [23]

ATTRIBUTABLE INFERRED RESOURCES (1,2,3,4,5,9,15,16)

AS OF DECEMBER 31, 2011 UNLESS OTHERWISE NOTED (6)

	Inferred
	Tonnage	Grade	Contained
SILVER	Mt	g/t	Moz
Peñasquito (25%)
Mill	36.7	8.8	10.4
Heap Leach	14.1	1.7	0.8
San Dimas(10)	5.8	324.0	60.8
Pascua-Lama (25%)	8.1	15.5	4.0
Yauliyacu(12)	13.8	163.5	72.7
Neves-Corvo
Copper	28.5	40.0	36.6
Zinc	33.0	55.0	58.3
Rosemont(13)	163.0	2.1	11.2
Mineral Park(13)	320.1	2.3	23.9
Zinkgruvan
Zinc	5.6	69.0	12.4
Copper	0.8	36.0	0.9
Aljustrel
Zinc	8.7	50.4	14.0
Copper	4.7	16.0	2.4
Campo Morado (75%)	2.4	117.3	9.1
Stratoni	0.7	217.0	4.7
Loma de La Plata (12.5%)	0.2	76.0	0.4
Minto	8.5	2.9	0.8
Keno Hill (25%)
Underground	0.1	340.1	1.4
Los Filos	158.4	5.9	29.9
TOTAL SILVER			354.6
GOLD
Minto	8.5	0.24	0.07
TOTAL GOLD			0.07

SILVER WHEATON 2012 FIRST QUARTER REPORT [24]

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 Mineral Reserve and Mineral Resource estimates are as follows:

a.   Peñasquito – Maryse Belanger, P.Geo. (Vice President, Technical Services, Goldcorp Inc.)

b.   San Dimas –Rodney Webster, MAusIMM, MAIG (Geology Manager, Principal Geologist), Herbert A. Smith, P.Eng (Mining Manager, Principal Mining Engineer) and J. Morton Shannon, P.Geo (Geology Manager, Principal Geologist), all of whom are employees of AMC Mining Consultants (Canada) Ltd.

c.   Pascua-Lama – Dino Pilotto, P.Eng. (Principal Mining Consultant, SRK Consulting (Canada) Inc.); Bart A. Stryhas, Ph.D., CPG (Principal Resource Geologist, SRK Consulting (U.S.) Inc.)

d.   Yauliyacu – Neil Burns, M.Sc., P.Geo. (Vice President, Technical Services); Samuel Mah, M.A.Sc., P.Eng. (Director of Engineering), both employees of the Company (the “Company’s QPs”).

The Company’s QPs are responsible for overall corporate review and all other operations and development projects.

4.   The Mineral Resources reported in the above tables are exclusiveof 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, 2011, 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.  The most current Mineral Reserves and Mineral Resources will be available on the Company’s website.

a.   Resources and Reserves for Yauliyacu, Neves-Corvo and Zinkgruvan are reported as of June 30, 2011.

b.   Resources for Rosemont are reported as of October 22, 2008 and Reserves as of March 17, 2009.

c.   Resources for Mineral Park are reported as of December 29, 2006.

d.   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.

e.   Resources for Campo Morado’s El Rey, Naranjo and Reforma deposits are reported as of October 13, 2005.

f.   Resources and Reserves for Stratoni are reported as of August 10, 2010.

g.   Resources for Keno Hill’s Lucky Queen and Onek deposits are reported as of June 30, 2011 and Elsa Tailings as of April 22, 2010.

h.   Resources for Loma de La Plata are reported as of May 20, 2009.

7.   Process recoveries are the average percentage of silver 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 commodity prices of $20.00 per ounce of silver, unless otherwise noted below:

a.   Pascua-Lama, Lagunas Norte, Veladero and Pierina – $22.00 per ounce.

b.   Yauliyacu - $30.00 per ounce.

c.   Neves-Corvo – 1.4% Cu cut-off for the copper Reserve and 5.0% Zn cut-off for the all zinc Reserves except for Lombador which was reported above a cut-off of 6.0% Zn.

d.   Rosemont –$10.00 per ounce.

e.   Mineral Park – $7.50 per ounce.

f.   Zinkgruvan – 3.7% Zn equivalent cut-off for the zinc Reserve and 1.8% Cu cut-off for the copper Reserve.

g.   Aljustrel – 1.5% Cu cut-off for all copper Reserves, 4.5% Zn cut-off for all zinc Reserves.

h.   Campo Morado - $30.00 per ounce.

i.   Minto – $3.90 per ounce silver and $300 per ounce gold.

9.   Mineral Resources are estimated using appropriate recovery rates and commodity prices of $24.00 per ounce of silver, unless otherwise noted below:

a.   San Dimas -$25.00 per ounce

b.   Pascua-Lama, Lagunas Norte, Veladero and Pierina – $28.00 per ounce.

c.   Yauliyacu – $30.00 per ounce.

d.   Neves-Corvo – 1.0% Cu cut-off for the copper Resource and 3.0% Zn cut-off for the zinc Resource.

e.   Rosemont – 0.2% Cu cut-off.

SILVER WHEATON 2012 FIRST QUARTER REPORT [25]

f.   Zinkgruvan – 3.1% Zn equivalent cut-off for the zinc Resource and 1.5% Cu cut-off for the copper Resource.

g.   Mineral Park – $7.50 per ounce.

h.   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.

i.   Campo Morado – $30.00 per ounce for the G-9 zones and 5% Zn cut-off for the El Rey, Naranjo and Reforma deposits.

j.   Loma de La Plata – $12.50 per ounce.

k.   Minto – 0.5% Cu cut-off.

l.   Keno Hill – $15.25 per ounce for the Southwest and 99 Zones, $14.50 per ounce for the East Zone, $17.00 per ounce for the Elsa Tailings and $18.50 per ounce for the Lucky Queen and Onek deposits.

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.  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 tonnage at Pierina was estimated by assuming 2011 production level for the remaining two years.  The Company’s attributable tonnage at Lagunas Norte and Veladero was estimated by assuming 2012 and 2013 processed tonnes based on Barrick’s life of mine (“LOM”) plans.  Tonnes for all three operations were pro-rated between Proven and Probable Mineral Reserves according to the ratio of Barrick’s December 31, 2011 Proven and Probable Mineral Reserves.  Average reserve grades were applied to the Pierina estimates and the average LOM plan grades were applied to Lagunas Norte and Veladero.  LOM plans and December 31, 2011 Mineral Reserves estimates are as published by Barrick.

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 Mineral Park and Rosemont Resources and Reserves do not include the SX/EW leach material since this process does not recover silver.

14.   The Company’s attributable tonnage at Cozamin was estimated by assuming Capstone Mining Corp’s (“Capstone”) 2012 production guidance of 1.1 million tonnes until the end of the Company’s Cozamin silver purchase agreement with Capstone.  Tonnes were pro-rated between Proven and Probable Mineral Reserves according to the ratio of Capstone’s December 31, 2011 published Proven and Probable Mineral Reserves, applying average reserve grades.

15.   The Company has filed a technical report for Yauliyacu, Peñasquito, San Dimas and Pascua-Lama, which are available on SEDAR at www.sedar.com.  An updated technical report for San Dimas is expected to be filed on SEDAR by May 17, 2012.  These four mineral assets are considered to be material to the Company.

16.   Silver is produced as a by-product metal at all operations with the exception of the Keno Hill mine and Loma de La Plata project; therefore, the economic cut-off applied to the reporting of silver Resources and Reserves will be influenced by changes in the commodity prices of other metals at the time.

SILVER WHEATON 2012 FIRST QUARTER REPORT [26]

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, 2011 and other continuous disclosure documents filed by Silver Wheaton since January 1, 2012, 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 2012 FIRST QUARTER REPORT [27]

Condensed Interim Consolidated Statements of Earnings

		Three Months Ended March 31
(US dollars and shares in thousands, except per share amounts - unaudited)	Note	2012		2011
Sales	4	$	199,638	$	158,183
Cost of sales
Cost of sales, excluding depletion		$	25,019	$	19,948
Depletion			17,206		11,684
Total cost of sales		$	42,225	$	31,632
Earnings from operations		$	157,413	$	126,551
Expenses and other income
General and administrative 1	5	$	7,564	$	6,501
Foreign exchange gain			(30)		(4)
Other (income) expense			(650)		140
		$	6,884	$	6,637
Earnings before income taxes		$	150,529	$	119,914
Income tax (expense) recovery	16		(3,348)		2,262
Net earnings		$	147,181	$	122,176
Basic earnings per share		$	0.42	$	0.35
Diluted earnings per share		$	0.41	$	0.34
Weighted average number of shares outstanding
Basic	14		353,529		352,898
Diluted	14		355,943		355,903
1) Equity settled stock based compensation (a non-cash item) included in general and administrative expenses.		$	1,659	$	1,255

Condensed Interim Consolidated Statements of Comprehensive Income

		Three Months Ended March 31
(US dollars in thousands - unaudited)	Note	2012		2011
Net earnings		$	147,181	$	122,176
Other comprehensive income
(Loss) gain on long-term investments - common shares held	7	$	(10,707)	$	16,792
Deferred income tax recovery (expense)	16		1,511		(2,099)
Total other comprehensive (loss) income		$	(9,196)	$	14,693
Total comprehensive income		$	137,985	$	136,869

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

SILVER WHEATON 2012 FIRST QUARTER REPORT [28]

Condensed Interim Consolidated Balance Sheets

	Note	March 31		December 31
(US dollars in thousands - unaudited)		2012		2011
Assets
Current assets
Cash and cash equivalents		$	997,489	$	840,201
Accounts receivable	6		6,217		3,890
Other			1,336		1,221
Total current assets		$	1,005,042	$	845,312
Non-current assets
Silver and gold interests	8	$	1,857,112	$	1,871,726
Long-term investments	7		141,589		151,621
Deferred income taxes	16		744		2,301
Other			1,352		1,375
Total non-current assets		$	2,000,797	$	2,027,023
Total assets		$	3,005,839	$	2,872,335
Liabilities
Current liabilities
Accounts payable and accrued liabilities		$	6,575	$	8,709
Dividends payable	11.2		31,829		-
Current portion of bank debt	9		28,560		28,560
Current portion of silver interest payments	10		132,989		130,789
Total current liabilities		$	199,953	$	168,058
Non-current liabilities
Long-term portion of bank debt	9		42,920		50,060
Total liabilities		$	242,873	$	218,118
Shareholders' equity
Issued capital	11	$	1,795,951	$	1,793,772
Reserves	12		16,640		25,422
Retained earnings			950,375		835,023
Total shareholders' equity		$	2,762,966	$	2,654,217
Total liabilities and shareholders' equity		$	3,005,839	$	2,872,335
Commitments and contingencies	9, 17

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

SILVER WHEATON 2012 FIRST QUARTER REPORT [29]

Condensed Interim Consolidated Statements of Cash Flows

		Three Months Ended March 31
(US dollars in thousands - unaudited)	Note	2012		2011
Operating activities
Net earnings		$	147,181	$	122,176
Adjustments for
Depreciation and depletion			17,267		11,754
Equity settled stock based compensation			1,659		1,255
Deferred income tax expense (recovery)	16		3,068		(2,519)
(Gain) loss on fair value adjustment of share purchase warrants held	7		(675)		66
Investment income recognized in net earnings			(319)		(209)
Other			(98)		(133)
Change in non-cash operating working capital	15		(4,574)		(5,392)
Operating cash flows before interest income		$	163,509	$	126,998
Interest income received			302		198
Cash generated by operating activities		$	163,811	$	127,196
Financing activities
Bank debt repaid	9	$	(7,140)	$	(7,140)
Share purchase warrants exercised			10		61
Share purchase options exercised			924		4,395
Dividends paid	11.2		-		(10,595)
Cash applied to financing activities		$	(6,206)	$	(13,279)
Investing activities
Silver and gold interests		$	(180)	$	(2,542)
Silver and gold interests - interest paid			(215)		(315)
Dividend income received			17		11
Proceeds on disposal of long-term investments	7		-		24,270
Other			(20)		(8)
Cash (applied to) generated by investing activities		$	(398)	$	21,416
Effect of exchange rate changes on cash and cash equivalents		$	81	$	106
Increase in cash and cash equivalents		$	157,288	$	135,439
Cash and cash equivalents, beginning of period			840,201		428,636
Cash and cash equivalents, end of period		$	997,489	$	564,075

At March 31, 2012, the Company’s cash and cash equivalents consisted of $270.6 million in cash (December 31, 2011 - $119.3 million) and $726.9 million in cash equivalents (December 31, 2011 - $720.9 million).  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.

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

SILVER WHEATON 2012 FIRST QUARTER REPORT [30]

Condensed Interim Consolidated Statements of Shareholders’ Equity

			Reserves
			Share Purchase Warrants Reserve		Share Purchase Options Reserve		Restricted Share Units Reserve		Long-Term Investment Revaluation Reserve (Net of Tax)								Total
(US dollars in thousands - unaudited)	Issued Capital								Share Price		Foreign Exchange		Total		Retained Earnings
At January 1, 2011	$	1,782,510	$	7,471	$	9,853	$	1,952	$	92,322	$	23,766	$	135,364	$	344,075	$	2,261,949
Total comprehensive income
Net earnings	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	122,176	$	122,176
Other comprehensive income		-		-		-		-		7,840		6,853		14,693		-		14,693
Total comprehensive income	$	-	$	-	$	-	$	-	$	7,840	$	6,853	$	14,693	$	122,176	$	136,869
Fair value of SBC 1	$	-	$	-	$	827	$	428	$	-	$	-	$	1,255	$	-	$	1,255
Options 1 exercised		5,651		-		(1,256)		-		-		-		(1,256)		-		4,395
RSUs 1 released		932		-		-		(932)		-		-		(932)		-		-
Warrants 1 exercised		70		(9)		-		-		-		-		(9)		-		61
Realized loss on disposal of LTI's 1		-		-		-		-		(2,695)		(1,837)		(4,532)		4,532		-
Dividends (Note 11.2)		-		-		-		-		-		-		-		(10,595)		(10,595)
At March 31, 2011	$	1,789,163	$	7,462	$	9,424	$	1,448	$	97,467	$	28,782	$	144,583	$	460,188	$	2,393,934
Total comprehensive income
Net earnings	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	427,852	$	427,852
Other comprehensive loss		-		-		-		-		(116,103)		(7,005)		(123,108)		-		(123,108)
Total comprehensive income	$	-	$	-	$	-	$	-	$	(116,103)	$	(7,005)	$	(123,108)	$	427,852	$	304,744
Fair value of SBC 1	$	-	$	-	$	3,847	$	1,227	$	-	$	-	$	5,074	$	-	$	5,074
Options 1 exercised		4,401		-		(957)		-		-		-		(957)		-		3,444
RSUs 1 released		165		-		-		(165)		-		-		(165)		-		-
Warrants 1 exercised		43		(5)		-		-		-		-		(5)		-		38
Dividends paid		-		-		-		-		-		-		-		(53,017)		(53,017)
At December 31, 2011	$	1,793,772	$	7,457	$	12,314	$	2,510	$	(18,636)	$	21,777	$	25,422	$	835,023	$	2,654,217
Total comprehensive income
Net earnings	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	147,181	$	147,181
Other comprehensive loss		-		-		-		-		(12,398)		3,202		(9,196)		-		(9,196)
Total comprehensive income	$	-	$	-	$	-	$	-	$	(12,398)	$	3,202	$	(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	$	(31,034)	$	24,979	$	16,640	$	950,375	$	2,762,966

1)   Definitions as follows: “SBC” = Equity Settled Stock Based Compensation; “Options” = Share Purchase Options; “RSUs” = Restricted Share Units; “Warrants” = Share Purchase Warrants; “LTI’s” = Long-Term Investments in Common Shares Held; “DIT recovery” = Deferred Income Tax recovery related to share issue costs.

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

SILVER WHEATON 2012 FIRST QUARTER REPORT [31]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (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.  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.

To date, the Company has entered into 14 long-term silver purchase agreements and two long-term precious metal purchase agreements, relating to 19 different mining assets, whereby Silver Wheaton acquires silver and gold production from the counterparties for a per ounce cash payment at or below the prevailing market price.  During the three months ended March 31, 2012, the per ounce price paid by the Company for silver and gold under the agreements averaged $4.02 and $303, respectively.  The primary drivers of the Company’s financial results are the volume of silver production at the various mines and the price of silver realized by Silver Wheaton upon sale.

The unaudited condensed interim consolidated financial statements of the Company for the three months ended March 31, 2012 were authorized for issue in accordance with a resolution of the Board of Directors dated on May 11, 2012.

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”), which is applicable to the preparation of interim financial statements.  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, 2011 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, 2011.

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 March 31, 2012 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, 2012

IFRS 7 – Financial Instruments (amended 2010)

In October, 2010, the IASB issued amendments to IFRS 7 – Financial Instruments: Disclosures which improves the disclosure requirements in relation to transferred financial assets.  This amendment is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2012.  The adoption of this amended standard did not result in a material impact on the Company’s consolidated financial statements.

SILVER WHEATON 2012 FIRST QUARTER REPORT [32]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

IAS 12 – Income Taxes (amended 2010)

In December, 2010, the IASB issued amendments to IAS 12 – Income Taxes which provides a practical solution to determining the recovery of investment properties as it relates to the accounting for deferred income taxes.  This amendment is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2012.  The adoption of this amended 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 July 1, 2012:

·   IAS 1 - Presentation of Financial Statements (amended 2011)

Standards required to be applied for periods beginning on or after January 1, 2013:

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

·   IFRS 11 - Joint Arrangements (“IFRS 11”)

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

·   IFRS 13 - Fair Value Measurement

·   IAS 19 – Employee Benefits (amended 2011)

·   IAS 27 - Separate Financial Statements (amended 2011) (“IAS 27”)

·   IAS 28 - Investments in Associates (amended 2011) (“IAS 28”)

·   IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine

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

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

The Company has early adopted IFRS 9 (2009) – Financial Instruments.  Early adoption of the above standards is permitted, however, IFRS 10, IFRS 11, IFRS 12, IAS 27 and IAS 28 must be initially applied concurrently.

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

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 judgements made by management in preparing the consolidated financial statements are described below.

SILVER WHEATON 2012 FIRST QUARTER REPORT [33]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

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 $1.9 billion at March 31, 2012.  This amount represents the capitalized expenditures related to the acquisition of the silver and gold interests.  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 silver or 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 depleted on a units-of-sale basis, with estimated recoverable reserves and resources being used to determine the depletion rate for each of the Company’s silver and gold interests.  These calculations require the use of estimates and assumptions, including the amount of recoverable reserves. Changes in the estimated recoverable reserves, resources or exploration potential will directly impact the depletion rates used.  Changes to depletion rates are accounted for prospectively.

3.3.   Impairment of Assets

The Company assesses each silver and gold interest each reporting period to determine whether any indication of impairment exists. The calculation of the recoverable amount requires the use of estimates and assumptions such as long-term commodity prices, discount rates, recoverable ounces of silver and gold, and operating performance.

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 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.

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 period that such changes occur.

SILVER WHEATON 2012 FIRST QUARTER REPORT [34]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

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; and

·   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 judgement.  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 likelihood 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.

4.   Revenue 

	Three Months Ended March 31
(in thousands)	2012		2011
Sales
Silver bullion sales
Silver credit sales	$	151,278	$	122,374
Concentrate sales		41,884		31,930
	$	193,162	$	154,304
Gold bullion sales
Concentrate sales		6,476		3,879
Total sales revenue	$	199,638	$	158,183

Silver Credit Sales

Under certain silver purchase agreements, silver is acquired from the counterparty in the form of silver credits, which is then sold through a network of third party brokers or dealers.  Revenue from silver credit sales is recognized at the time of physical delivery, which is also the date that title to the silver passes to the third party dealer or broker.  The Company will occasionally enter into forward contracts in relation to silver deliveries that it is highly confident will occur within a given quarter.  No forward contracts were outstanding at March 31, 2012 or March 31, 2011.  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.

Concentrate Sales

Under certain silver or 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.

SILVER WHEATON 2012 FIRST QUARTER REPORT [35]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

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.

5.   General and Administrative 

	Three Months Ended March 31
(in thousands)	2012			2011
Salaries and benefits		$	2,389		$	2,703
Depreciation			61			70
Charitable donations			865			300
Other			2,590			2,173
		$	5,905		$	5,246
Equity settled stock based compensation (a non-cash expense)			1,659			1,255
Total general and administrative		$	7,564		$	6,501

 

6.   Accounts Receivable

	March 31		December 31
(in thousands)	2012		2011
Trade receivables from provisional concentrate sales, net of fair value adjustment	$	5,561	$	3,494
Other receivables		656		396
Total accounts receivable	$	6,217	$	3,890

Trade receivables from provisional concentrate sales, net of fair value adjustment

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. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale.  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 2012 FIRST QUARTER REPORT [36]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

At March 31, 2012, the Company had outstanding provisionally priced sales of $13.3 million (December 31, 2011 - $3.6 million) where the quotational period pricing was estimated based on the forward price for silver or gold, consisting of 0.3 million ounces of silver (December 31, 2011 – 0.1 million ounces of silver) and 2,500 ounces of gold (December 31, 2011 – Nil ounces of gold), which had a fair value loss adjustment of approximately $0.2 million (December 31, 2011 - $0.3 million gain) associated with the embedded derivative. For each one cent per ounce increase or decrease in realized silver price, revenue would increase or decrease by approximately $2,700 (December 31, 2011 - $1,200) and for each $1 per ounce increase or decrease in the realized price of gold, revenue would increase or decrease by approximately $2,500 (December 31, 2011 - $Nil).

7.   Long-Term Investments 

	March 31			December 31
(in thousands)	2012			2011
Common shares held		$	138,332		$	149,039
Warrants held			3,257			2,582
		$	141,589		$	151,621

Common Shares Held

	March 31 2012						December 31 2011
(in thousands)		Fair Value		Fair Value Adjustment Gains (Losses) Included in OCI			Fair Value
Bear Creek		$	47,396		$	1,225		$	46,171
Revett			21,142			(2,651)			23,793
Sabina			32,672			(11,505)			44,177
Other			37,122			2,224			34,898
		$	138,332		$	(10,707)		$	149,039

Warrants Held

	March 31 2012						December 31 2011
(in thousands)		Fair Value		Fair Value Adjustment Gains (Losses) Included in Net Earnings			Fair Value
Revett		$	606		$	(135)		$	741
Other			2,651			810			1,841
		$	3,257		$	675		$	2,582

SILVER WHEATON 2012 FIRST QUARTER REPORT [37]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

The Company’s long-term investments in common shares held are not “held for trading”.  Instead, they are held for long-term strategic purposes. Upon the application of IFRS 9, Financial Instruments, the Company has chosen to designate these long-term investments in common shares held as financial assets with fair value adjustments being recorded as a component of other comprehensive income 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.

While long-term investments in warrants held 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 (Income) Expense.  Warrants that are not listed on a stock exchange 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 March 31, 2012, the value of the Company’s long-term investments in common shares held declined by $10.7 million.  This decline was largely driven by the $11.5 million decrease in the value of the Company’s investment in Sabina Gold & Silver Corp.

During the three months ended March 31, 2011, the Company sold its investment of 1.8 million common shares of Ventana Gold Corp. for proceeds of Cdn$23.5 million ($24.3 million) after the successful acquisition of Ventana by AUX Canada, resulting in a realized gain of $4.5 million.

As a result of the decline in the fair value of its long-term investments in common shares held, during the three months ended March 31, 2012, the Company recorded a $1.5 million deferred income tax recovery being reflected as a component of other comprehensive income.  In addition, the Company has reversed previously recognized deferred income tax assets primarily as a result of the decline in fair value of long-term investments in common shares held, resulting in a $1.5 million deferred income tax expense being reflected as a component of net earnings.

8.   Silver and Gold Interests 

March 31, 2012

	Cost						Accumulated Depletion						Carrying Amount - Mar 31, 2012
(in thousands)	Balance - Jan 1, 2012		Additions		Balance - Mar 31, 2012		Balance - Jan 1, 2012		Depletion		Balance - Mar 31, 2012
Silver interests
San Dimas	$	190,331	$	-	$	190,331	$	(22,804)	$	(1,339)	$	(24,143)	$	166,188
Zinkgruvan		77,919		-		77,919		(20,280)		(868)		(21,148)		56,771
Yauliyacu		285,292		-		285,292		(55,280)		(2,494)		(57,774)		227,518
Peñasquito		524,626		-		524,626		(19,653)		(3,518)		(23,171)		501,455
Cozamin		41,959		-		41,959		(16,844)		(1,520)		(18,364)		23,595
Barrick 1		623,809		2,412		626,221		(22,724)		(2,846)		(25,570)		600,651
Other 2		294,367		180		294,547		(42,651)		(3,963)		(46,614)		247,933
	$	2,038,303	$	2,592	$	2,040,895	$	(200,236)	$	(16,548)	$	(216,784)	$	1,824,111
Gold interests
Minto	$	47,774	$	-	$	47,774	$	(14,115)	$	(658)	$	(14,773)	$	33,001
	$	2,086,077	$	2,592	$	2,088,669	$	(214,351)	$	(17,206)	$	(231,557)	$	1,857,112

1)   Comprised of the Pascua-Lama, Lagunas Norte, Pierina and Veladero silver interests.

2)   Comprised of the Los Filos, Keno Hill, Mineral Park, Neves-Corvo, Stratoni, Campo Morado, Minto, Aljustrel and Loma de La Plata silver interests and the Rosemont silver and gold interest.

SILVER WHEATON 2012 FIRST QUARTER REPORT [38]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

	December 31, 2011
	Cost						Accumulated Depletion						Carrying Amount - Dec 31, 2011
(in thousands)	Balance - Jan 1, 2011		Additions		Balance - Dec 31, 2011		Balance - Jan 1, 2011		Depletion		Balance - Dec 31, 2011
Silver interests
San Dimas	$	190,331	$	-	$	190,331	$	(18,807)	$	(3,997)	$	(22,804)	$	167,527
Zinkgruvan		77,919		-		77,919		(17,797)		(2,483)		(20,280)		57,639
Yauliyacu		285,292		-		285,292		(48,972)		(6,308)		(55,280)		230,012
Peñasquito		524,626		-		524,626		(9,696)		(9,957)		(19,653)		504,973
Cozamin		41,959		-		41,959		(11,010)		(5,834)		(16,844)		25,115
Barrick 1		607,612		16,197		623,809		(12,305)		(10,419)		(22,724)		601,085
Other 2		294,258		109		294,367		(27,280)		(15,371)		(42,651)		251,716
	$	2,021,997	$	16,306	$	2,038,303	$	(145,867)	$	(54,369)	$	(200,236)	$	1,838,067
Gold interests
Minto	$	47,774	$	-	$	47,774	$	(11,027)	$	(3,088)	$	(14,115)	$	33,659
	$	2,069,771	$	16,306	$	2,086,077	$	(156,894)	$	(57,457)	$	(214,351)	$	1,871,726

1)   Comprised of the Pascua-Lama, Lagunas Norte, Pierina and Veladero silver interests.

2)   Comprised of the Los Filos, Keno Hill, Mineral Park, Neves-Corvo, Stratoni, Campo Morado, Minto, Aljustrel and Loma de La Plata silver interests and the Rosemont silver and gold interest.

The value allocated to reserves is classified as depletable upon a mining operation achieving commercial production and is depleted on a units-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.

	March 31, 2012						December 31, 2011
(in thousands)	Depletable		Non-Depletable		Total		Depletable		Non-Depletable		Total
Silver interests
San Dimas	$	25,379	$	140,809	$	166,188	$	41,719	$	125,808	$	167,527
Zinkgruvan		37,124		19,647		56,771		37,118		20,521		57,639
Yauliyacu		36,946		190,572		227,518		38,368		191,644		230,012
Peñasquito		394,328		107,127		501,455		411,124		93,849		504,973
Cozamin		23,595		-		23,595		25,115		-		25,115
Barrick 1, 2		21,338		579,313		600,651		24,185		576,900		601,085
Other 3		104,730		143,203		247,933		104,705		147,011		251,716
	$	643,440	$	1,180,671	$	1,824,111	$	682,334	$	1,155,733	$	1,838,067
Gold interests
Minto	$	24,696	$	8,305	$	33,001	$	25,354	$	8,305	$	33,659
	$	668,136	$	1,188,976	$	1,857,112	$	707,688	$	1,164,038	$	1,871,726

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, Keno Hill, Mineral Park, Neves-Corvo, Stratoni, Campo Morado, Minto, Aljustrel and Loma de La Plata silver interests and the Rosemont silver and gold interest.

SILVER WHEATON 2012 FIRST QUARTER REPORT [39]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

There were no significant changes to the silver and gold interests during the three months ended March 31, 2012.  At March 31, 2012 and December 31, 2011, no indication of an impairment loss existed and, as such, no impairment charge was required.

9.   Bank Debt 

The Company has a $200 million non-revolving term loan (the “Term Loan”) and a $400 million revolving term loan (the “Revolving Loan”).  The Term Loan and the Revolving Loan both mature on July 20, 2014 with the Term Loan requiring equal quarterly principal repayments of approximately $7 million (together with accrued interest).  Silver Wheaton has committed to pay down the Revolving Loan, within 61 days after the end of each fiscal quarter, by an amount equal to 90% of the increase in cash balances reported for the quarter.  The Revolving Loan can be drawn down at any time to finance acquisitions, investments or for general corporate purposes.

Amounts drawn incur interest at LIBOR plus 0.875% to 1.75% per annum dependent upon the Company’s leverage ratio.  Undrawn amounts are subject to a commitment fee of 0.2% to 0.45% per annum, dependent on the Company’s leverage ratio.  Under the credit agreement, the Company is required to maintain a debt service coverage ratio greater than or equal to 1.25:1 (1.50:1 in order to be eligible to pay dividends), a leverage ratio less than or equal to 3.5:1, and a tangible net worth greater than 80% of the tangible net worth at June 30, 2007 plus 50% of net earnings for each fiscal quarter thereafter.  Both the Term Loan and the Revolving Loan are secured against the Company’s assets, including the Company’s silver and gold interests and long-term investments.

During the three months ended March 31, 2012, the Company repaid $7.1 million (2011 – $7.1 million) of the balance outstanding on the Term Loan.  As at March 31, 2012, the Company had $400 million (2011 - $400 million) available under its Revolving Loan.

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

	March 31, 2012
(in thousands)	Term Loan		Revolving Loan		Total
Current portion	$	28,560	$	-	$	28,560
Long-term portion		42,920		-		42,920
	$	71,480	$	-	$	71,480
Interest capitalized during the period	$	212	$	-	$	212
Effective interest rate		1.14%		0.00%		1.14%

	December 31, 2011
(in thousands)	Term Loan		Revolving Loan		Total
Current portion	$	28,560	$	-	$	28,560
Long-term portion		50,060		-		50,060
	$	78,620	$	-	$	78,620
Interest capitalized during the year	$	1,044	$	-	$	1,044
Effective interest rate		1.13%		0.00%		1.13%

SILVER WHEATON 2012 FIRST QUARTER REPORT [40]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

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 Term Loan and the Revolving Loan over the remaining terms are as follows:

Fiscal Year	Term Loan  (000's)		Revolving Loan (000's)		Total (000's)
2012	$	21,420	$	-	$	21,420
2013		28,560		-		28,560
2014		21,500		-		21,500
	$	71,480	$	-	$	71,480

10.   Silver Interest Payments 

On September 8, 2009, the Company entered into an agreement with Barrick Gold Corporation (“Barrick”) to acquire an amount equal to 25% of the life of mine silver production from its Pascua-Lama project, as well as 100% of the silver production from its Lagunas Norte, Pierina and Veladero mines until the end of 2013.  Silver Wheaton will make total upfront cash payments of $625 million payable in installments, of which $487.5 million has been paid to date. The remaining $137.5 million is payable on the third anniversary of the transaction.  The financial liability relating to these future payments has been discounted using an annual discount rate of 6.9%, which represents management’s best estimate of the market rate of interest at which the Company could borrow money under similar terms and conditions at the time the agreement was entered into.  The silver interest payments due are reported at amortized cost using the effective interest method.  Total interest costs of $51 million will accrete over the term of this obligation and will be capitalized to the cost of the Barrick silver interest, until the Pascua-Lama mining operation is commissioned.  As at March 31, 2012, $46.5 million (March 31, 2011 - $33.4 million) of the interest costs have been accreted to the cost of the Barrick silver interest, of which $2.2 million was capitalized during the three months ended March 31, 2012 (three months ended March 31, 2011 – $4.3 million).

11.   Issued Capital 

	Note	March 31		December 31
(US dollars in thousands)		2012		2011
Issued capital
Share capital issued and outstanding:353,619,920 common shares (December 31, 2011:  353,499,816 common shares)	11.1	$	1,795,951	$	1,793,772

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 March 31, 2012, the Company had no preference shares outstanding.

SILVER WHEATON 2012 FIRST QUARTER REPORT [41]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

A continuity schedule of the Company’s issued and outstanding common shares from January 1, 2011 to March 31, 2012 presented below:

	Number of Shares	Weighted Average Price (Cdn$)
At January 1, 2011	352,785,382
Share purchase options exercised	376,906	$11.34
Share purchase warrants exercised	3,074	20.00
Restricted share units released	63,626	-
At March 31, 2011	353,228,988
Share purchase options exercised	265,267	$12.83
Share purchase warrants exercised	1,894	20.00
Restricted share units released	3,667	-
At December 31, 2011	353,499,816
Share purchase options exercised	68,400	$13.49
Share purchase warrants exercised	497	20.00
Restricted share units released	51,207	-
At March 31, 2012	353,619,920

11.2.   Dividends Declared

During the three months ended March 31, 2012, the Company declared dividends to its shareholders of $0.09 per common share for total dividends of $31.8 million, to be paid on April 17, 2012.  For the comparable period in 2011, the Company declared and paid to its shareholders dividends in the amount of $0.03 per common share, for total dividends of $10.6 million.

12.   Reserves 

	Note	March 31		December 31
(US dollars in thousands)		2012		2011
Reserves
Share purchase warrants	12.1	$	7,456	$	7,457
Share purchase options	12.2		13,421		12,314
Restricted share units	12.3		1,818		2,510
Long-term investment revaluation reserve, net of tax	7		(6,055)		3,141
Total reserves		$	16,640	$	25,422

SILVER WHEATON 2012 FIRST QUARTER REPORT [42]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

12.1.   Share Purchase Warrants

A continuity schedule of the Company’s US dollar denominated share purchase warrants (“warrants”) from January 1, 2011 to March 31, 2012 is presented below:

	Warrants Outstanding	Weighted Average Exercise Price	Exchange Ratio
At January 1, 2011	2,718,205	$20.00	1.00
Exercised	(3,074)	20.00	1.00
At March 31, 2011	2,715,131	$20.00	1.00
Exercised	(1,894)	20.00	1.00
At December 31, 2011	2,713,237	$20.00	1.00
Exercised	(497)	20.00	1.00
At March 31, 2012	2,712,740	$20.00	1.00

The warrants, which expire on September 5, 2013, trade on the TSX under the symbol SLW.WT.U.  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. Vesting of options is 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.

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 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 March 31
	2012	2011
Black-Scholes weighted average assumptions
Grant date share price and exercise price	Cdn$33.71	Cdn$41.58
Expected dividend yield	1.09%	0.30%
Expected volatility	45%	50%
Risk-free interest rate	1.28%	1.85%
Estimated forfeiture rate	0.0%	0.0%
Expected option life, in years	2.5	2.5
Weighted average fair value per option granted	Cdn$9.12	Cdn$13.19

SILVER WHEATON 2012 FIRST QUARTER REPORT [43]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

During the three months ended March 31, 2012, the Company issued 396,000 share purchase options with a weighted average exercise price of Cdn$33.71 and a fair value of $3.6 million or Cdn$9.12 per option.  For the same period in 2011, the Company issued 335,400 share purchase options with a weighted average exercise price of Cdn$41.58 per option with a fair value of $4.5 million or Cdn$13.19 per option.

Equity settled stock based compensation expense during the three months ended March 31, 2012 included $1.4 million of amortization of the fair value of the share purchase options issued, compared to $0.8 million during the comparable period in 2011.

At March 31, 2012, there were 2,864,727 share purchase options outstanding with a weighted average exercise price of Cdn$21.89 per option.  For the comparable period in 2011, there were 2,562,316 share purchase options outstanding with a weighted average exercise price of Cdn$17.88 per option.

A continuity schedule of the Company’s outstanding share purchase options from January 1, 2011 to March 31, 2012 is presented below:

	Number of Options Outstanding	Weighted Average Exercise Price (Cdn$)
At January 1, 2011	2,603,822	$13.91
Granted (fair value - $4.5 million or Cdn$13.19 per option)	335,400	41.58
Exercised	(376,906)	11.34
At March 31, 2011	2,562,316	$17.88
Granted (fair value - $2.7 million or Cdn$9.07 per option)	290,600	32.51
Exercised	(265,267)	12.83
Forfeited	(26,522)	25.23
At December 31, 2011	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

As it relates to share purchase options, during the three months ended March 31, 2012, the weighted average share price at the time of exercise was Cdn$34.72 per share, as compared to Cdn$42.59 per share during the comparable period in 2011.

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.

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.

During the three months ended March 31, 2012, the Company issued 33,500 RSUs with a fair value of $1.1 million or Cdn$33.71 per RSU.  For the comparable period in 2011, the Company issued 33,500 RSUs with a fair value of $1.5 million or Cdn$43.74 per RSU.

SILVER WHEATON 2012 FIRST QUARTER REPORT [44]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

Equity settled stock based compensation expense during the three months ended March 31, 2012 included $0.3 million of amortization of the fair value of RSUs issued, compared to $0.4 million during the comparable period in 2011.

At March 31, 2012, there were 139,491 RSUs outstanding.  For the comparable period in 2011, there were 160,865 RSUs outstanding.

13.   Stock Based Compensation 

The Company’s stock based compensation includes share purchase options (Note 12.2), restricted share units (Note 12.3) and performance share units (Note 13.1).

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 on a quarterly basis to reflect (i) the fair market value of common shares; (ii) the number of PSUs anticipated to vest; and (iii) the anticipated performance factor.

During the three months ended March 31, 2012, the Company issued 68,700 PSUs, compared to 61,800 PSUs issued during the comparable period of 2011.

A continuity schedule of the Company’s outstanding PSUs from January 1, 2011 to March 31, 2012 is presented below:

	Number of PSUs outstanding
At January 1, 2011	-
Granted	61,800
At March 31, 2011	61,800
Granted	1,000
Forfeited	(21,115)
Dividend equivalent participation	228
At December 31, 2011	41,913
Granted	68,700
Forfeited	(2,513)
At March 31, 2012	108,100

SILVER WHEATON 2012 FIRST QUARTER REPORT [45]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

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

Diluted earnings per share is calculated using the treasury method which requires the calculation of diluted earnings per share by assuming 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 repurchase shares of the Company at the average market price of the common shares for the relevant period.

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

	Three Months Ended March 31
(in thousands)	2012		2011
Basic weighted average number of shares outstanding		353,529		352,898
Effect of dilutive securities
Share purchase options		1,125		1,562
Share purchase warrants		1,135		1,244
Restricted share units		154		199
Diluted weighted average number of shares outstanding		355,943		355,903

The following table lists the 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$34.39, compared to Cdn$36.88 for the comparable period in 2011.

	Three Months Ended March 31
(in thousands)	2012		2011
Share purchase options		314		335
US dollar denominated share purchase warrants		-		-
Total		314		335

15.   Supplemental Cash Flow Information 

	Three Months Ended March 31
(in thousands)	2012		2011
Change in non-cash working capital
Accounts receivable	$	(2,327)	$	(730)
Accounts payable and accrued liabilities		(2,132)		(4,535)
Other		(115)		(127)
Total change in non-cash working capital	$	(4,574)	$	(5,392)

SILVER WHEATON 2012 FIRST QUARTER REPORT [46]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

16.   Income Taxes 

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

	Three Months Ended March 31
(in thousands)	2012			2011
Current income tax expense related to foreign jurisdictions		$	280		$	257
Deferred income tax expense (recovery) relating to the origination and reversal of temporary differences			3,068			(2,519)
Income tax expense (recovery) recognized in net earnings		$	3,348		$	(2,262)

Income tax recognized in other comprehensive income is comprised of the following:

	Three Months Ended March 31
(in thousands)	2012			2011
Deferred income tax (recovery) expense related to the (losses) gains on long-term investments - common shares held		$	(1,511)		$	2,099

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 March 31
(in thousands)	2012			2011
Earnings before income taxes		$	150,529		$	119,914
Canadian federal and provincial income tax rates			25.00%			26.50%
Income tax expense based on above rates		$	37,632		$	31,777
Canadian functional currency election 1			-			(3,556)
Non-deductible portion of capital losses, net of capital gains			(84)			11
Non-deductible stock based compensation and other			416			722
Differences in tax rates in foreign jurisdictions			(36,043)			(31,199)
Impact of future income tax rate applied versus current statutory rate			-			(12)
Change in unrecognized temporary differences			1,427			(5)
Income tax expense (recovery)		$	3,348		$	(2,262)

1)   The Company has elected to prepare its Canadian tax returns using US dollar functional currency, effective January 1, 2011. The election resulted in a one-time benefit of $3.6 million.

SILVER WHEATON 2012 FIRST QUARTER REPORT [47]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

The majority of the Company’s income generating activities, including the sale of silver, is conducted by its 100% owned subsidiaries, SW Caymans and SST Barbados.  SW Caymans operates in the Cayman Islands and is subject to a statutory tax rate of 0% and SST Barbados operates in Barbados and is subject to a statutory tax rate of between 1% and 2.5%.

The movement in deferred tax assets and liabilities for the three months ended March 31, 2012 and the year ended December 31, 2011 is shown below:

	Three Months Ended March 31, 2012
			Recovery (Expense) Recognized In Net Earnings		Recovery Recognized In OCI		Recognized In Shareholders' Equity
Recognized deferred tax assets and liabilities	Opening Balance								Closing Balance
Deferred tax assets
Non-capital losses	$	12,738	$	(522)	$	-	$	-	$	12,216
Financing fees		2,695		(354)		-		-		2,341
Capital losses		4,846		(1,460)		-		-		3,386
Other		290		40		-		-		330
Deferred tax liabilities
Interest capitalized for accounting but     deducted for tax		(10,129)		21		-		-		(10,108)
Foreign exchange on debt		(421)		38		-		-		(383)
Long-term investments		(4,425)		(89)		1,511		-		(3,003)
Silver and gold interests		(3,293)		(742)		-		-		(4,035)
Total	$	2,301	$	(3,068)	$	1,511	$	-	$	744

	Year Ended December 31, 2011
				Recovery (Expense) Recognized In Income Tax Expense			Recovery (Expense) Recognized In OCI		Recognized In Shareholders' Equity
Recognized deferred tax assets and liabilities	Opening Balance		Functional Currency Election		Other						Closing Balance
Deferred tax assets
Non-capital losses	$	16,153	$	-	$	(3,415)	$	-	$	-	$	12,738
Long-term investments		366		-		-		(366)		-		-
Financing fees		4,467		-		(1,772)		-		-		2,695
Capital losses		8,775		-		(3,495)		(434)		-		4,846
Foreign exchange on investments		792		-		(792)		-		-		-
Other		184		6		100		-		-		290
Deferred tax liabilities
Interest capitalized for accounting but     deducted for tax		(10,758)		669		(40)		-		-		(10,129)
Foreign exchange on debt		(575)		-		154		-		-		(421)
Long-term investments		(16,230)		-		306		11,499		-		(4,425)
Silver and gold interests		(3,996)		2,881		(2,178)		-		-		(3,293)
Total	$	(822)	$	3,556	$	(11,132)	$	10,699	$	-	$	2,301

SILVER WHEATON 2012 FIRST QUARTER REPORT [48]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

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

	March 31		December 31
	2012		2011
Capital losses	$	5,420	$	3,971
Unrealized foreign exchange		-		27
Unrealized losses on long-term investments		4,104		4,272
Total	$	9,524	$	8,270

SILVER WHEATON 2012 FIRST QUARTER REPORT [49]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (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 silver purchase agreements or precious metal purchase agreements:

Silver and Gold Interests	Attributable Payable Production to be Purchased		Per Ounce Cash Payment 1,2				Term of Agreement	Date of Contract
	Silver	Gold	Silver		Gold
San Dimas	100% 3	-	$	4.08		n/a	Life of Mine	15-Oct-04
Zinkgruvan	100%	-	$	4.14		n/a	Life of Mine	8-Dec-04
Yauliyacu	100% 4	-	$	4.02		n/a	20 years	23-Mar-06
Peñasquito	25%	-	$	3.99		n/a	Life of Mine	24-Jul-07
Minto	100%	100% 5	$	3.94	$	303	Life of Mine	1-Dec-08
Cozamin	100%	-	$	4.08 6		n/a	10 years	4-Apr-07
Barrick
Pascua-Lama	25%	-	$	3.90		n/a	Life of Mine	8-Sep-09
Lagunas Norte	100%	-	$	3.90		n/a	4 years 7	8-Sep-09
Pierina	100%	-	$	3.90		n/a	4 years 7	8-Sep-09
Veladero	100% 8	-	$	3.90		n/a	4 years 7	8-Sep-09
Other
Los Filos 3	100%	-	$	4.13		n/a	25 years	15-Oct-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%	-	$	3.98		n/a	50 years	5-Jun-07
Stratoni	100%	-	$	4.02		n/a	Life of Mine	23-Apr-07
Campo Morado	75%	-	$	3.90		n/a	Life of Mine	13-May-08
Aljustrel	100%	-	$	3.94		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

1)   Subject to an annual inflationary adjustment with the exception of Loma de La Plata.

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, 2012, representing the six year anniversary, was 13.0 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 payment per ounce of silver delivered from the Cozamin mine may be subject to price adjustments in certain circumstances, the effects of which are being reviewed.  Management believes that ultimately no adjustment will be necessary and, as a result, no provision has been made in these financial statements for any such adjustment.

7)   The Company is committed to purchase silver production from the currently producing mines until December 31, 2013.  In addition, during 2014 and 2015, the Company is committed to purchase all or a portion of the silver production from these mines to the extent of any production shortfall relative to the production guarantee levels at Pascua-Lama, until Barrick satisfies the completion guarantee.

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 2012 FIRST QUARTER REPORT [50]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

Other Contractual Obligations

		Obligations With Scheduled Payment Dates									Contingent Obligations
(in thousands)	2012		2013 - 2015		2016 - 2017		After 2017		Sub-Total				Total
Bank debt	$	21,420	$	50,060	$	-	$	-	$	71,480	$	-	$	71,480
Interest on bank debt 1		665		822		-		-		1,487		-		1,487
Silver interest payments
Barrick		137,500		-		-		-		137,500		-		137,500
Rosemont 2		-		-		-		-		-		230,000		230,000
Loma de La Plata 2		-		-		-		-		-		32,400		32,400
Operating leases		374		1,553		600		-		2,527		-		2,527
Dividends payable 3		31,829		-		-		-		31,829		-		31,829
Total contractual obligations	$	191,788	$	52,435	$	600	$	-	$	244,823	$	262,400	$	507,223

1)   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.

2)   See the Contingencies section of Note 17.

3)   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.

Contingencies

In connection with the Rosemont precious metal 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.

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.

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.  Based on information available to management at May 11, 2012, 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 period that such changes occur.

SILVER WHEATON 2012 FIRST QUARTER REPORT [51]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (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 March 31, 2012
	Sales		Cost of Sales		Depletion		Net Earnings		Cash Flow From Operations		Total Assets
(in thousands)
Silver
San Dimas 1	$	55,566	$	6,960	$	1,339	$	47,267	$	48,606	$	166,188
Zinkgruvan		16,938		2,143		868		13,927		13,495		56,771
Yauliyacu		15,586		1,998		2,494		11,094		13,588		227,518
Peñasquito		38,760		4,742		3,518		30,500		34,018		501,455
Cozamin		12,609		1,532		1,520		9,557		10,139		23,595
Barrick 2		21,503		2,557		2,846		16,100		18,946		600,651
Other 3		32,200		3,917		3,963		24,320		27,051		247,933
	$	193,162	$	23,849	$	16,548	$	152,765	$	165,843	$	1,824,111
Gold
Minto		6,476		1,170		658		4,648		5,149		33,001
Total silver and gold interests	$	199,638	$	25,019	$	17,206	$	157,413	$	170,992	$	1,857,112
Corporate
General and administrative							$	(7,564)
Other								(2,668)
Total corporate							$	(10,232)	$	(7,181)	$	1,148,727
Consolidated	$	199,638	$	25,019	$	17,206	$	147,181	$	163,811	$	3,005,839

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, Keno Hill, Mineral Park, 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 2012 FIRST QUARTER REPORT [52]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

Three Months Ended March 31, 2011
	Sales		Cost of Sales		Depletion		Net Earnings		Cash Flow From Operations		Total Assets
(in thousands)
Silver
San Dimas 1	$	58,371	$	7,070	$	1,250	$	50,051	$	50,203	$	170,274
Zinkgruvan		11,049		1,310		544		9,195		9,606		59,578
Yauliyacu		3,523		478		602		2,443		3,045		235,718
Peñasquito		27,020		3,669		2,266		21,085		23,351		512,664
Cozamin		8,651		1,097		1,255		6,299		7,776		29,694
Barrick 2		21,663		2,654		2,414		16,595		17,451		597,453
Other 3		24,027		2,913		2,928		18,186		20,184		264,138
	$	154,304	$	19,191	$	11,259	$	123,854	$	131,616	$	1,869,519
Gold
Minto		3,879		757		425		2,697		2,870		36,322
Total silver and gold interests	$	158,183	$	19,948	$	11,684	$	126,551	$	134,486	$	1,905,841
Corporate
General and administrative							$	(6,501)
Other								2,126
Total corporate							$	(4,375)	$	(7,290)	$	851,224
Consolidated	$	158,183	$	19,948	$	11,684	$	122,176	$	127,196	$	2,757,065

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, Keno Hill, Mineral Park, 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 2012 FIRST QUARTER REPORT [53]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

Geographic Segments

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

		Three Months Ended March 31, 2012
	Sales		Carrying Amount
(in thousands)			Silver Interests		Gold Interests
North America
Canada	$	11,489	$	52,915	$	33,001
United States		5,425		40,120		-
Mexico		117,070		761,670		-
Europe
Greece		6,966		40,509		-
Portugal		4,660		33,070		-
Sweden		16,938		56,771		-
South America
Argentina / Chile 1		9,182		596,501		-
Peru		27,908		242,555		-
Consolidated	$	199,638	$	1,824,111	$	33,001

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

		Three Months Ended March 31, 2011
	Sales		Carrying Amount
(in thousands)			Silver Interests		Gold Interests
North America
Canada	$	6,570	$	56,549	$	36,322
United States		3,737		41,814		-
Mexico		100,647		789,080		-
Europe
Greece		5,957		43,679		-
Portugal		5,037		34,762		-
Sweden		11,049		59,578		-
South America
Argentina / Chile 1		10,554		584,615		-
Peru		14,632		259,442		-
Consolidated	$	158,183	$	1,869,519	$	36,322

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

SILVER WHEATON 2012 FIRST QUARTER REPORT [54]

Notes to the Condensed Interim Consolidated Financial Statements

Three Months Ended March 31, 2012 (US Dollars – Unaudited)

19.   Subsequent Event 

Declaration of Dividend

On May 11, 2012, the Board of Directors declared a dividend in the amount of $0.09 per common share, representing 20% of the cash generated by operating activities during the three months ended March 31, 2012, payable to shareholders of record on May 23, 2012.  This dividend is expected to be distributed on or about June 6, 2012.

SILVER WHEATON 2012 FIRST QUARTER REPORT [55]

CORPORATE

INFORMATION

    CANADA – HEAD OFFICE Silver Wheaton Corp. Park Place, Suite 3150 666 Burrard Street Vancouver, BC V6C 2X8 Canada T: 1 604 684 9648 F: 1 604 684 3123   CAYMAN ISLANDS OFFICE Silver Wheaton (Caymans) Ltd. Unit #5 - 201 Governors Square 23 Lime Tree Bay Avenue P.O. Box 1791 George Town, Grand Cayman Cayman Islands KY1-1109   STOCK EXCHANGE LISTING Toronto Stock Exchange: SLW New York Stock Exchange: SLW   DIRECTORS Lawrence Bell George Brack John Brough 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   Brad Kopp Senior Vice President, Investor Relations     TRANSFER AGENT CIBC Mellon Trust Company 1600 - 1066 West Hastings Street Vancouver, BC V6E 3X1   Toll-free in Canada and the United States: 1 800 387 0825   Outside of Canada and the United States: 1 416 682 3860   E: inquiries@canstockta.com   AUDITORS Deloitte & Touche LLP Vancouver, BC   INVESTOR RELATIONS Brad Kopp Senior Vice President, Investor Relations T:      1 604 684 9648 TF:    1 800 380 8687 E:      info@silverwheaton.com

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

EX-99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Randy Smallwood, President and Chief Executive Officer of Silver Wheaton Corp., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Silver Wheaton Corp. (the “issuer”) for the interim period ended March 31, 2012.

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

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

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

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

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

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

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

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

- 2 -

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

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2012 and ended on March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 14, 2012

/s/ Randy Smallwood
Name:	Randy Smallwood
Title:	President and Chief Executive Officer

EX-99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Gary Brown, Senior Vice President and Chief Financial Officer of Silver Wheaton Corp., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Silver Wheaton Corp. (the “issuer”) for the interim period ended March 31, 2012.

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

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

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

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

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

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

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

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

- 2 -

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

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2012 and ended on March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 14, 2012

/s/ Gary Brown
Name:	Gary Brown
Title:	Senior Vice President and Chief Financial Officer